S-4

As filed with the Securities and Exchange Commission on December 11, 2008

Registration No.           -            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Aeroflex Incorporated*

(Exact name of registrant as specified in its charter)

Delaware	3674	11-1974412
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

35 South Service Road

P.O. Box 6022

Plainview, N.Y.  11803

(516) 694-6700

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Leonard Borow

Chief Executive Officer and President

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, N.Y.  11803

(516) 694-6700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gary T. Moomjian, Esq.

Moomjian, Waite, Wactlar & Coleman, LLP

100 Jericho Quadrangle

Jericho, New York 11753

Ph: (516) 937-5900

Fax: (516) 937-5050

 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED		PROPOSED MAXIMUM OFFERING PRICE PER NOTE			PROPOSED MAXIMUM AGGREGATE OFFERING PRICE		AMOUNT OF REGISTRATION FEE (1)
11.75% Senior Notes due February 15, 2015	$	225,000,000		100	%	$	225,000,000	$	8,843
Guarantees *		N/A		N/A			N/A		(2	)

(1) Estimated solely for purposes of calculating the registration fee required by the Securities Act of 1933, as amended, computed pursuant to Rule 457(f).

(2) No additional fee is payable pursuant to Rule 457(n) under the Securities Act.

*         Includes certain subsidiaries of Aeroflex Incorporated identified on the following page.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

TABLE OF ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS

Name of Additional Registrant	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Number		I.R.S. Employer Identification No.
Aeroflex Colorado Springs, Inc. (1)	Delaware		3674		84-0822182
Aeroflex High Speed Test Solutions, Inc. (2)	Ohio		3674		26-2570692
Aeroflex/Inmet, Inc. (3)	Michigan		3674		38-3178661
Aeroflex/KDI, Inc. (4)	Michigan		3674		38-3283270
Aeroflex/Metelics, Inc. (5)	California		3674		94-2532962
Aeroflex Microelectronic Solutions, Inc. (6)	Michigan		3674		86-1079255
Aeroflex Plainview, Inc. (2)	Delaware		3674		11-2774706
Aeroflex/Weinschel, Inc. (7)	Michigan		3674		38-3260794
Aeroflex Wichita, Inc. (8)	Delaware		3674		48-0777904
Aeroflex Bloomingdale, Inc. (2)	New York		3674		11-1735010
Aeroflex International Inc. (2)	Delaware		3674		66-0361729
Aeroflex Properties Corp. (2)	New York		3674		11-3567221
AIF Corp. (2)	Delaware		3674		80-0301369
Comar Products Inc. (2)	New Jersey		3674		22-1428789
IFR Finance, Inc. (8)	Kansas		3674		48-1197644
IFR Systems, Inc. (8)	Delaware		3674		48-1197645
MCE Asia, Inc. (6)	Michigan		3674		38-3601102
MicroMetrics, Inc. (9)	New Hampshire		3674		02-0404118

The address and telephone number of the principal executive offices of each of the additional subsidiary co-registrants are as follows:

(1)           4350 Centennial Blvd., Colorado Springs, CO 80907, (719) 594-8000.

(2)           35 South Service Road, Plainview, NY 11803, (516) 694-6700.

(3)           300 Dino Drive, Ann Arbor, MI 48103, (734) 426-5553.

(4)           60 South Jefferson Road, Whippany, NJ 07981, (973) 887-5700.

(5)           975 Stewart Drive, Sunnyvale, CA 94086, (408) 737-8181.

(6)           310 Dino Drive, Ann Arbor, MI 48103, (734) 426-1230.

(7)           5305 Spectrum Drive, Frederick, MD 21703, (301) 846-9222.

(8)           10200 West York Street, Wichita, KS 67215, (316) 522-4981.

(9)           54 Grenier Field Road, Londonderry, NH 03052, (603) 641-3800.

SUBJECT TO COMPLETION, DATED DECEMBER 11, 2008

The information in this preliminary prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.  This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

AEROFLEX INCORPORATED

$225,000,000

OFFER TO EXCHANGE

11.75% Senior Notes due February 15, 2015

that have been registered under the Securities Act of 1933, as amended

for any and all outstanding

11.75% Senior Notes due February 15, 2015

AEROFLEX INCORPORATED

The exchange offer will expire at 5:00 p.m., New York City time, on ______________, 2009,

which is 30 business days after the commencement of the exchange offer, unless extended.

The Issuer:

· Aeroflex Incorporated, referred to in this prospectus as the "issuer."

The Offering:

· Offered securities: the securities offered by this prospectus are senior notes, or New Notes, which are being issued in exchange for senior notes sold by us in our private placement that we consummated on August 7, 2008, or Original Notes. The New Notes are substantially identical to the Original Notes and are governed by the same Indenture governing the Original Notes. Original Notes tendered in the exchange offer must be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

· Expiration of offering: the exchange offer expires at 5:00 p.m., New York City time, on ____________, 2009, which is 30 business days after the commencement of the exchange offer, unless extended.

The New Notes:

· Maturity: February 15, 2015.

· Ranking: The New Notes and the guarantees will be unsecured senior obligations and will rank equally in right of payment to our and the guarantors' existing and future senior debt. The New Notes and guarantees will rank senior with all of our and the guarantors' existing and future subordinated debt.  The New Notes and the guarantees will be effectively subordinated to all of our and the guarantors' secured indebtedness, including borrowings under our senior secured credit facility, to the extent of the value of the collateral securing such indebtedness.

· Guarantors: The New Notes will be guaranteed by our existing and future domestic, wholly-owned subsidiaries that guarantee certain other indebtedness, hereafter referred to in this prospectus as the "guarantors."  Our foreign subsidiaries will not guarantee the New Notes.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”

See "Risk Factors," beginning on page 11, for a discussion of some factors that should be considered by holders in connection with a decision to tender Original Notes in the exchange offer.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________ ___

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	11
Forward-Looking Statements	25
Ratio of Earnings to Fixed Charges	26
Use of Proceeds	26
Capitalization	26
Unaudited Pro Forma Financial Information	26
Selected Historical Financial Data	33
Management's Discussion and Analysis of Financial Condition and Results of Operations	38
The Exchange Offer	55
Business	62
Management	79
Executive Compensation	81
Security Ownership of Certain Beneficial Owners and Management	92
Certain Relationships and Related Party Transactions	93
Description of Other Indebtedness	94
Description of New Notes	97
Material United States Federal Income Tax Consequences	144
Plan of Distribution	148
Certain ERISA Considerations	148
Legal Matters	149
Experts	149
Where You Can Find More Information	150
Index to Financial Statements	F-1

i

In making your decision to participate in the exchange offer, you should rely only on the information contained in this prospectus and the accompanying letter of transmittal. We have not authorized anyone to provide you with information that is different. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. SUCH INFORMATION IS AVAILABLE WITHOUT CHARGE TO THE HOLDERS OF OUR ORIGINAL NOTES BY CONTACTING US AT OUR ADDRESS, WHICH IS 35 SOUTH SERVICE ROAD, P.O. BOX 6022,  PLAINVIEW, NEW YORK 11803, ATTENTION: CHIEF FINANCIAL OFFICER OR BY CALLING US AT (516) 694-6700. TO OBTAIN TIMELY DELIVERY OF THIS INFORMATION, YOU MUST REQUEST THIS INFORMATION NO LATER THAN FIVE BUSINESS DAYS BEFORE _________________, 2009, WHICH IS 30 BUSINESS DAYS AFTER THE COMMENCEMENT OF THE EXCHANGE OFFER, UNLESS EXTENDED.

ii

PROSPECTUS SUMMARY

This summary highlights important information about our business and about this prospectus. This summary does not contain all of the information that may be important to you. You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read the section titled "Risk Factors" and the financial statements and notes related to those statements included elsewhere in this prospectus. In this prospectus, unless the context requires otherwise, references to (i) "we," "our," "the Company," “the issuer”  or "us" refer, as applicable, to Aeroflex Incorporated and  its subsidiaries, (ii) the term "parent" refers to AX Holding Corp., which owns 100% of our capital stock, (iii) the term "parent LLC" refers to VGG Holding LLC, which owns 100% of the parent, (iv) the term "Veritas Capital" refers to The Veritas Capital Fund III, L.P., (v) the term "Golden Gate" refers to Golden Gate Private Equity, Inc., (vi) the term “GS Direct” refers to GS Direct, L.L.C., (vii) the term “Sponsors” refers collectively to affiliates of or funds managed by Veritas Capital, Golden Gate and GS Direct, and (viii) any “fiscal” year refers to the twelve months ended June 30 of the applicable year. For example, “fiscal 2008” refers to our fiscal year ended June 30, 2008.

Our common stock was publicly traded on Nasdaq and we filed periodic and other reports with the Securities and Exchange Commission, or the SEC, until August 2007.  On August 15, 2007, we were acquired by our parent pursuant to an agreement and plan of merger, or the merger agreement. As a result of this acquisition, which we refer to as the Acquisition, we became a private company and our SEC filing obligations terminated. Commencing on the date of this prospectus, we have again become subject to SEC public reporting requirements.

As used in this prospectus, we refer to the “Transactions” collectively as (i) the consummation of the Acquisition, (ii) the borrowings entered into in connection with the Acquisition and the application of the proceeds therefrom, and (iii) the equity investments by the Sponsors and certain members of our management.

Use of  Non-GAAP Measures

We have included certain non-GAAP financial measures in this prospectus, including income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA (as defined herein). We believe that the presentation of EBITDA enhances an investor’s understanding of our financial performance.  We use EBITDA for business planning purposes, including to establish budgets and operational goals and manage our business, and in measuring our performance relative to that of our competitors and we use Adjusted EBITDA to determine compliance with certain debt covenants in our Senior Secured Credit Facility debt agreement. We also believe that EBITDA will provide investors with a useful financial metric for assessing the comparability of our operating performance between periods and our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because, among other items, it eliminates the significant amortization expense arising from acquired intangible assets established as a part of purchase accounting as a result of the Acquisition.

Adjusted EBITDA is the basis for the calculation of  certain covenants in the indentures governing our  senior secured credit facilities. We believe EBITDA and Adjusted EBITDA are measures commonly used by investors to evaluate our performance and, in the case of EBITDA, to evaluate the performance of our competitors. EBITDA and Adjusted EBITDA are not presentations made in accordance with U.S. GAAP and our use of the terms EBITDA and Adjusted EBITDA varies from others in our industry.  EBITDA and Adjusted EBITDA should not be considered as alternatives tonet income (loss), operating income (loss) or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or operating cash flows as measures of liquidity.

EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP.  For example, EBITDA and Adjusted EBITDA:

· exclude certain tax payments that may represent a reduction in cash available to us;

· do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

· are impacted by reorganization of businesses and other restructuring related charges;

· do not reflect changes in, or cash requirements for, our working capital needs; and

· do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

1

In calculating Adjusted EBITDA, we add back certain non-cash, non-recurring and other items that are included in EBITDA and/or net income (loss) as required by various covenants in the indenture governing our senior secured credit facilities.  Adjusted EBITDA:

· does not include share-based employee compensation expense and other non-cash charges;

· does not include restructuring, severance and relocation costs incurred to realize future cost savings and enhance our operations;

· does not include the impact of Acquisition purchase accounting adjustments; and

· does not reflect Company Sale Transaction expenses and merger related expenses, including advisory fees that are being paid to the Sponsors (as defined below) following the consummation of the Acquisition.  See “Certain Relationships and Related Party Transactions.”

Our Business

We are a leading provider of highly specialized microelectronics and test and measurement equipment, primarily to the global aerospace and defense and broadband communications markets. We also design application-specific integrated circuits, or ASICs, for CT scan equipment for the medical industry. Founded in 1937, we have developed a substantial intellectual property portfolio that includes more than 150 patents, extensive know-how, years of collaborative research and development with our customers and a demonstrated history in space.

Our business is characterized by the breadth and diversity of our product offerings, customer base, applications and end markets. We believe that we currently have significant market positions in the following product categories in which we compete:  (i) radiation hardened, or RadHard, “fabless” semiconductors, (ii) high performance mixed-signal ASICs, (iii) military radio test equipment and (iv) avionics test equipment. We offer a broad array of products, including custom and standard integrated circuits, or ICs, such as databuses, transceivers, microcontrollers and microprocessors, globally to a diverse group of high quality customers. We often design and develop applications through a collaborative process whereby we provide platform-specific and customized, or “spec’d,” products to our customers.

Headquartered in Plainview, New York, we conduct our operations from 16 facilities in the United States, the United Kingdom, France and China and employ more than 2,625 employees as of September 30, 2008.

Corporate Information

We are a corporation organized under the laws of the State of Delaware. Our principal executive offices are located at 35 South Service Road, Plainview, NY 11803, our telephone number is (516) 694-6700 and our website is located at www.aeroflex.com. The contents of our website are not part of this prospectus.

2

Summary Terms of Exchange Offer

On August 7, 2008, we completed a transaction pursuant to which our unregistered 11.75% senior notes due February 15, 2015, which are referred to in this prospectus as the “Original Notes,” were issued to Goldman, Sachs & Co., which we refer to in this prospectus as the “original purchaser,” to refinance our $225 million Exchangeable Senior Unsecured Credit Facility. Thereafter, the original purchaser resold all of the Original Notes. As part of the issuance of the Original Notes, we entered into a registration rights agreement with the original purchaser in which we agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to promptly complete the exchange offer. The following is a summary of the exchange offer.

Expiration Date	5:00 p.m., New York City time, on _____________, 2009, which is 30 business days after the commencement of the exchange offer, unless we extend the exchange offer.
Exchange and Registration Rights	In a registration rights agreement, dated August 7, 2008, holders of the Original Notes were granted exchange and registration rights. This exchange offer is intended to satisfy our obligations under these rights. You have the right to exchange the Original Notes that you hold for our registered 11.75% senior notes due February 15, 2015, which are referred to in this prospectus as the "New Notes," with substantially identical terms. Once the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Original Notes.
Accrued Interest on the New Notes and Original Notes	The New Notes will bear interest from August 7, 2008. Holders of Original Notes which are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on those Original Notes accrued and unpaid to the date of issuance of the New Notes.
Conditions to the Exchange Offer	The exchange offer is conditioned upon some customary conditions which we may waive and upon compliance with securities laws. All conditions to which the exchange offer is subject must be satisfied or waived on or before the expiration of the offer.
Procedures for Tendering Original Notes	Each holder of Original Notes wishing to accept the exchange offer must:
	· complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or
	·            arrange for DTC to transmit required information in accordance with DTC's procedures for transfer to the exchange agent in connection with a book-entry transfer.
	You must mail or otherwise deliver this documentation together with the Original Notes to the exchange agent. Original Notes tendered in the exchange offer must be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Special Procedures for Beneficial Holders	If you beneficially own Original Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Notes in the exchange offer, you should contact the registered holder promptly and instruct them to tender on your behalf. If you wish the registered holder to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your Original Notes, either arrange to have your Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	You must comply with the applicable procedures for tendering if you wish to tender your Original Notes and:

3

	·            the Original Notes are not immediately available;
	·            time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer; or
	·            you cannot complete the procedure for book-entry transfer on time.
Withdrawal Rights	You may withdraw your tender of Original Notes at any time by or prior to 5:00 p.m., New York City time, on the expiration date, unless previously accepted for exchange.
Failure to Exchange Will Affect You Adversely	If you are eligible to participate in the exchange offer and you do not tender your Original Notes, you will not have further exchange or registration rights, and you will continue to be restricted from transferring your Original Notes. Accordingly, the liquidity of the Original Notes will be adversely affected.
Federal Tax Considerations	We believe that the exchange of the Original Notes for the New Notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. A holder's holding period for New Notes will include the holding period for Original Notes, and the adjusted tax basis of the New Notes will be the same as the adjusted tax basis of the Original Notes exchanged.
Exchange Agent	The Bank of New York Mellon Corporation, trustee under the Indenture under which the New Notes will be issued, is serving as exchange agent.
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Risk Factors	You should carefully consider the information set forth under the caption "Risk Factors" beginning on page 11 of this prospectus.

4

Summary Terms of New Notes

The summary below describes the principal terms of the registered 11.75% Senior Notes due February 15, 2015. Certain of the terms and conditions described below are subject to important limitations and exceptions.

Issuer	Aeroflex Incorporated
Notes Offered	$225.0 million aggregate principal amount of 11.75% senior notes due February 15, 2015. The form and terms of the New Notes will be the same as the form and terms of the Original Notes except that:
	·            the New Notes will bear a different CUSIP number from the Original Notes;
	·            the New Notes will have been registered under the Securities Act of 1933, as amended, or Securities Act, and, therefore, will not bear legends restricting their transfer; and
	·            you will not be entitled to any exchange or registration rights with respect to the New Notes.
	The New Notes will evidence the same debt as the Original Notes. They will be entitled to the benefits of the Indenture governing the Original Notes and will be treated under the Indenture as a single class with the Original Notes. References to the "Notes" in this prospectus refers to both the "Original Notes" and the "New Notes", unless otherwise indicated by the context.
Maturity	February 15, 2015.
Interest Payment Dates	The New Notes will bear cash interest at the rate of 11.75% per annum (computed on the basis of a 360-day year), payable semi-annually in arrears.
	Payment frequency: every six months on February 15 and August 15.
	First payment: February 15, 2009.
Guarantees	Our obligations under the New Notes will be unconditionally guaranteed, jointly and severally, by the guarantors and by each of our future domestic subsidiaries.
Ranking	The New Notes will be unsecured senior obligations of ours and the guarantors and will rank equally with all of our and the guarantors' existing and future senior debt and senior to all of our and the guarantors' existing and future subordinated indebtedness. The New Notes and the guarantees will be effectively subordinated to all of our and the guarantors' secured debt, including borrowings under our Senior Secured Credit Facility, to the extent of the collateral securing such indebtedness.
Optional Redemption	We may, at our option, redeem all or part of the New Notes at any time on or after August 15, 2011 at the redemption prices listed under "Description of New Notes—Optional Redemption."
	Prior to August 15, 2010, we may, at our option, redeem up to 35% of the original aggregate principal amount of the New Notes with the proceeds of certain sales of equity securities at 111.75% of the principal amount, plus accrued and unpaid interest to the date of redemption. See "Description of New Notes—Optional Redemption."
	Prior to August 15, 2011, we may, at our option, redeem all or part of the New Notes at 100% of the principal amount plus the "make-whole" redemption price set forth under "Description of New Notes—Optional Redemption.

5

Mandatory Repurchase Offer	Upon the occurrence of a change of control (as described under "Description of New Notes—Repurchase at the Option of Holders—Change of Control"), we must offer to repurchase the New Notes at 101% of the principal amount of the Notes, plus accrued and unpaid interest to the date of repurchase.
Certain Covenants	The Indenture governing the New Notes contains certain covenants limiting our ability and the ability of our restricted subsidiaries to, under certain circumstances:
	·            incur additional debt;
	·            pay dividends or make other distributions on, redeem or repurchase, capital stock;
	·            make investments or other restricted payments;
	·            enter into transactions with affiliates;
	·            issue stock of restricted subsidiaries;
	·            sell all, or substantially all, of our assets;
	·            create liens on assets to secure debt; or
	·            effect a consolidation or merger.
	These covenants are subject to important exceptions and qualifications as described in this prospectus under the caption "Description of New Notes—Certain Covenants."
Exchange Offer; Registration  Rights	You have the right to exchange the Original Notes for New Notes with substantially identical terms. This exchange offer is intended to satisfy that right. The New Notes will not provide you with any further exchange or registration rights.
Resales Without Further Registration	We believe that the New Notes issued in the exchange offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
	·            you are acquiring the New Notes issued in the exchange offer in the ordinary course of your business;
	·            you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, the distribution of the New Notes issued to you in the exchange offer; and
	·            you are not our "affiliate," as defined under Rule 405 of the Securities Act.
	Each broker-dealer that receives New Notes pursuant to the Exchange Offer must deliver a prospectus in connection with any resale of the New Notes. If the broker-dealer acquired the Original Notes as a result of market making or other trading activities, such broker dealer must use the prospectus for the exchange offer, as supplemented or amended in connection with the resale of the New Notes. We do not intend to list the New Notes on any securities exchange.
Risk Factors	You should carefully consider the information set forth under the caption "Risk Factors" beginning on page 11 of this prospectus.

6

Summary Historical Financial Data

The following table sets forth our summary historical financial and other operating data. The summary historical financial data presented below for the years ended June 30, 2006 and 2007 and the periods from July 1, 2007 through August 14, 2007 and August 15, 2007 through June 30, 2008 has been derived from our audited financial statements included elsewhere in this prospectus.  The summary consolidated financial information for the three month period ended September 30, 2008 has been derived from our unaudited consolidated financial statements for that period, and except as described in the notes thereto, has been prepared on a basis consistent with the audited financial statements, and in the opinion of management, includes all adjustments necessary for a fair presentation of that information for such period.  As part of the Acquisition, we entered into the various financing arrangements described herein and, as a result, we now have a different capital structure. Accordingly, the results of operations for periods subsequent to the consummation of the Acquisition and related financing transactions will not necessarily be comparable to prior periods.

The selected consolidated financial data below should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Financial Information,” “Selected Historical Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.

7

	Predecessor									Successor			Successor
							Period			Period
							July 1,			August 15,
							2007			2007			Three Months
	Years Ended June 30,						through			through			Ended
							August 14,			June 30,			September 30,
	2006			2007			2007			2008			2008
	(In thousands)
Operations Statement Data:
Net sales	$	546,243		$	593,146		$	38,221		$	604,991		$	140,845
Cost of sales		284,312			308,969			22,861			352,953			73,486
Gross Profit		261,931			284,177			15,360			252,038			67,359
Selling, general and administrative costs		122,871			129,621			19,031			121,086			31,484
Research and development costs		72,055			76,717			12,178			69,898			17,029
Amortization of acquired intangibles		13,778			13,006			1,692			73,076			17,968
Acquired in-process research and development		-			-			-			24,975			-
Company Sale Transaction expenses		-			30,584			3,717			32,493			-
Operating income (loss)		53,227			34,249			(21,258	)		(69,490	)		878
Other income (expense)
Interest expense		(608	)		(672	)		(275	)		(74,658	)		(21,215	)
Other income (expense)		1,669			152			294			4,617			3,086
Total other income (expense)		1,061			(520	)		19			(70,041	)		(18,129	)
Income (loss) from continuing operations before income taxes		54,288			33,729			(21,239	)		(139,531	)		(17,251	)
Provision (benefit) for income taxes		20,540			24,935			(6,831	)		(38,927	)		(10,354	)
Income (loss) from continuing operations		33,748			8,794			(14,408	)		(100,604	)		(6,897	)
Discontinued operations, net		(5,652	)		(3,868	)		(2,508	)		(4,821	)		-
Cumulative effect of a change in accounting principle, net		(1,137	)		-			-			-			-
Net income (loss)	$	26,959		$	4,926		$	(16,916	)	$	(105,425	)	$	(6,897	)

We have not presented earnings (loss) per share data because all 1,000 shares of common stock outstanding at June 30, 2008 and September 30, 2008 are held by one shareholder.

8

	Predecessor									Successor			Successor
	Years Ended June 30,						Period July 1, 2007 through August 14,			Period August 15, 2007 through June 30,			Three Months Ended September 30,
	2006			2007			2007			2008			2008
Balance Sheet Data (at  end of period):
Cash and cash equivalents	$	10,387		$	13,000		$	45,496		54,149			$	73,066
Marketable securities (including non-current portion)		28,332			9,500			-		19,960				18,755
Working capital(1)		199,780			201,603		$	218,072		220,855				216,178
Total assets		633,391			674,936			682,776		1,478,999				1,421,929
Long-term debt (including current portion)		4,165			3,583			3,554		878,811				881,383
Stockholders’ equity		487,670			510,697			506,626		276,648				245,932
Cash Flow Data:
Cash flows from (used in) operating activities		36,697			20,802			11,293		$	8,910			28,510
Cash flows from (used  in) investing activities		(42,553	)		(19,113	)		8,406			(1,162,376	)		(3,341	)
Cash flows from (used in) financing activities		3,748			(793	)		12,619			1,209,045			(1,756	)
Other Financial Data:
Depreciation and amortization		30,371			30,142			3,662			93,032			23,497
Capital expenditures		15,365			18,427			1,088			13,179			3,343
EBITDA (unaudited) (2)		85,267			64,543			(17,302	)		28,159			27,461
Adjusted EBITDA (unaudited)(3)														29,083
Ratio of earnings to fixed charges (4)		15.4	x		9.8	x		*			*			*

* The deficit of earnings to fixed charges was $21.2 million for the period July 1, 2007 through August 14, 2007, $139.5 million for the period August 15, 2007 through June 30, 2008 and $17.3 million for the three months ended September 30, 2008.

(1) Working capital is defined as current assets less current liabilities.

(2) As used herein, “EBITDA” represents income (loss) from continuing operations plus (i) interest expense, (ii) provision for income taxes and (iii) depreciation and amortization.

9

We have included information concerning EBITDA in this prospectus because we believe that such information is used by certain investors, securities analysts and others as one measure of an issuer’s performance and historical ability to service debt. In addition, we use EBITDA when interpreting operating trends and results of operations of our business. EBITDA is also widely used by us and others in our industry to evaluate and to price potential acquisition candidates. EBITDA is a non-GAAP financial measure and should not be considered as an alternative to, or more meaningful than, earnings from operations, cash flows from operations or other traditional GAAP indications of an issuer’s operating performance or liquidity.

The use of EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation, or as a substitute for analysis of our results as reported under GAAP.  For additional information regarding our use of EBITDA and limitations on its usefulness as an analytical tool, see “Use of Non-GAAP Measures.”

The following table is a reconciliation of income (loss) from continuing operations to EBITDA for the periods indicated:

	Predecessor							Successor			Successor
	Years Ended June 30,				Period July 1, 2007 through August 14,			Period August 15, 2007 through June 30,			Three Months Ended September 30,
	2006		2007		2007			2008			2008
	(In thousands)
Income (loss) from continuing operations	$	33,748	$	8,794	$	(14,408	)	$	(100,604	)	$	(6,897	)
Interest expense		608		672		275			74,658			21,215
Provision (benefit) for income taxes		20,540		24,935		(6,831	)		(38,927	)		(10,354	)
Depreciation and amortization		30,371		30,142		3,662			93,032			23,497
EBITDA (unaudited)	$	85,267	$	64,543	$	(17,302	)	$	28,159		$	27,461

   (3) The calculation of Adjusted EBITDA is based on the definitions in our debt agreements and is not defined under U.S. GAAP.  Our use of the term Adjusted EBITDA may vary from others in our industry.  Adjusted EBITDA is not a measure of operating income (loss), performance or liquidity under U.S. GAAP and is subject to important limitations.  For additional information regarding our use of Adjusted EBITDA and limitations on its usefulness as an analytical tool, see “Use of Non-GAAP Measures.”  A reconciliation of EBITDA to Adjusted EBITDA is as follows:

10

	Three Months Ended
	September 30, 2008
	Successor Entity
	In thousands
EBITDA (unaudited)	$	27,461
Impact of other non-cash purchase accounting adjustments		97
Company sale transaction expenses and merger related costs		634
Restructuring expenses (a)		402
Share based compensation (b)		489
Adjusted EBITDA (unaudited)	$	29,083

(a)   Primarily reflects costs associated with the reorganization of our U.K. operations.

(b) Reflects non-cash share-based employee compensation expense under the provisions of SFAS 123(R), Share-Based Payments.

(4)  In calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and one-third of rent expense that we believe to be representative of the interest factored in those rentals.

RISK FACTORS

In addition to the other information set forth in this prospectus, you should carefully consider the following factors before tendering the Original Notes in exchange for the New Notes. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment.

Risks Related to the New Notes and Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the New Notes.

We have a significant amount of indebtedness. As of  September 30, 2008, we had $881.4 million of debt outstanding, including approximately $519.8 million of secured debt under our Senior Secured Credit Facility, $225.0 million of Original Notes which would be exchanged for the New Notes offered hereby and $135.2 million of subordinated unsecured debt under our Senior Subordinated Unsecured Credit Facility. Additionally, at September 30, 2008 we were able to borrow an additional $50.0 million under the revolving portion of our Senior Secured Credit Facility.

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the New Notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

11

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds.

In addition, our Senior Secured Credit Facility bears interest at variable rates.  At September 30, 2008, we had approximately $520 million of variable rate indebtedness under our senior secured credit facility.  A 1% increase in such rates would increase our annual interest expense by approximately $5.2 million.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the Indenture governing the New Notes and our Senior Secured Credit Facility and our Senior Subordinated Unsecured Credit Facility allow us to incur substantial amounts of additional debt, subject to certain limitations. The revolving portion of our Senior Secured Credit Facility permits borrowing of up to $50.0 million thereunder, and these borrowings would be effectively senior to the New Notes to the extent of the value of the assets securing such indebtedness.  If new indebtedness is added to our and our subsidiaries' current debt levels, the related risks that we and they now face would intensify.

To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the New Notes, and to fund working capital needs and planned capital expenditures, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our Senior Secured Credit Facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the New Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the New Notes, on or before the maturity thereof. We may not be able to refinance any of our indebtedness, including our Senior Secured Credit Facility, the New Notes or our Senior Subordinated Unsecured Credit Facility, on commercially reasonable terms or at all.

In addition, if for any reason we are unable to meet our debt service obligations, we would be in default under the terms of our agreements governing our outstanding debt. If such a default were to occur, the lenders under our Senior Secured Credit Facility could elect to declare all amounts outstanding under our Senior Secured Credit Facility immediately due and payable, and the lenders would not be obligated to continue to advance funds to us. In addition, if such a default were to occur, the New Notes and/or any amounts then outstanding under our Senior Subordinated Unsecured Credit Facility would become immediately due and payable. If the amounts outstanding under these debt agreements are accelerated, our assets may not be sufficient to repay in full the money owed to our debt holders, including holders of the New Notes.

Your right to receive payments on the New Notes is effectively subordinated to the rights of our and the guarantors’ existing and future secured creditors.

Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the New Notes to the extent of the value of the assets securing that other indebtedness. Notably, we and our subsidiaries, including the guarantors, are parties to our Senior Secured Credit Facility, which is secured by liens on substantially all of our assets and the assets of the guarantors and a pledge of all of our capital stock and all of the capital stock of our domestic subsidiaries. The New Notes will be effectively subordinated to all of our secured indebtedness. In the event of any distribution or payment of our assets or any pledged capital stock in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claims to those of our assets and any pledged capital stock that constitute their collateral. Holders of the New Notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the New Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the New Notes. As a result, holders of the New Notes may receive less, ratably, than holders of secured indebtedness.

12

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the New Notes.

Any default under the agreements governing our indebtedness, including a default under our Senior Secured Credit Facility or our Senior Subordinated Unsecured Credit Facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay principal, premium, if any, and interest on the New Notes and substantially decrease the market value of the New Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our Senior Secured Credit Facility and our Senior Subordinated Unsecured Credit Facility), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Senior Secured Credit Facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under our Senior Secured Credit Facility, our Senior Subordinated Unsecured Credit Facility or other debt that we may incur in the future to avoid being in default. If we breach our covenants under our Senior Secured Credit Facility or our Senior Subordinated Unsecured Credit Facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our Senior Secured Credit Facility and/or our Senior Subordinated Unsecured Credit Facility, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, such as the lenders under our Senior Secured Credit Facility, could proceed against the collateral securing the debt. Because the Indenture governing the New Notes, our Senior Secured Credit Facility and our Senior Subordinated Unsecured Credit Facility have customary cross-default provisions, if the indebtedness under the New Notes, our Senior Secured Credit Facility, our Senior Subordinated Unsecured Credit Facility or any of our other debt is accelerated, we may be unable to repay or finance the amounts due. See “Description of Other Indebtedness” and “Description of New Notes.”

The Indenture governing the New Notes, our Senior Secured Credit Facility and our Senior Subordinated Unsecured Credit Facility will impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions.

The Indenture governing the New Notes, our Senior Secured Credit Facility and our Senior Subordinated Unsecured Credit Facility contain customary restrictions on our activities, including covenants that restrict us and our restricted subsidiaries from:

• incurring additional indebtedness and issuing disqualified stock or preferred stock;

• making certain investments or other restricted payments;

• paying dividends and making other distributions with respect to capital stock, or repurchasing, redeeming or retiring capital stock or subordinated debt;

• selling or otherwise disposing of our assets;

• creating liens on our assets;

• consolidating or merging with, or acquiring, another business, or selling or disposing of all or substantially all of our assets; and

• entering into transactions with our affiliates.

The restrictions in the Indenture governing the New Notes, our Senior Secured Credit Facility and our Senior Subordinated Unsecured Credit Facility may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We also may incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may not be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements, and we may not be able to refinance our debt on terms acceptable to us, or at all. The breach of any of these covenants and restrictions could result in a default under the Indenture governing the New Notes, under our Senior Secured Credit Facility or under our Senior Subordinated Unsecured Credit Facility. An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable.

13

We may not have the ability to raise the funds necessary to finance any change of control offer required by the Indenture governing the New Notes.

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase outstanding New Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of the New Notes or that restrictions in our Senior Secured Credit Facility will not allow such repurchases. Our failure to purchase the tendered New Notes would constitute an event of default under the Indenture governing the New Notes which, in turn, would constitute a default under our Senior Secured Credit Facility and, if the lenders accelerate the debt under our Senior Secured Credit Facility, a default under our Senior Subordinated Unsecured Credit Facility. In addition, the occurrence of a change of control would also constitute an event of default under our Senior Secured Credit Facility. A default under our Senior Secured Credit Facility would result in a default under the Indenture and under our Senior Subordinated Unsecured Credit Facility, if the lenders accelerate the debt under our Senior Secured Credit Facility.

Moreover, our Senior Secured Credit Facility restricts, and any future indebtedness we incur may restrict, our ability to repurchase the New Notes, including following a change of control event. As a result, following a change of control event, we would not be able to repurchase the New Notes unless we first repay all indebtedness outstanding under our Senior Secured Credit Facility and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the New Notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase the outstanding New Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of us.

Federal and state statutes allow courts, under certain specific circumstances, to void guarantees and/or require note holders to return payments received from guarantors.

Under current federal bankruptcy law and comparable provisions of state fraudulent transfer or fraudulent conveyance laws, a guarantee may be voided or cancelled, or claims in respect of a guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• issued the guarantee with the intent to delay, hinder or defraud present or future creditors; or

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and either

• was insolvent or rendered insolvent by reason of such incurrence; or

• was engaged, or about to engage, in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature (as all of the foregoing terms are defined in or interpreted under the fraudulent transfer or conveyance statutes); or

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it (if, in either case, after final judgment the judgment is unsatisfied).

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

A court likely would find that a guarantor did not receive reasonably equivalent value or fair consideration in exchange for its guarantee if the value received by the guarantor were found to be disproportionately small when compared with its obligations under the guarantee or, put differently, it did not benefit, directly or indirectly, from the issuance of the New Notes. The measures of insolvency for purposes of fraudulent transfer or conveyance laws will vary depending upon the particular law applied in any proceeding to determine whether a fraudulent transfer or conveyance has occurred. Generally, however, a guarantor would be considered insolvent if:

14

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

• if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the New Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The New Notes will be structurally subordinated to all obligations of our non-guarantor subsidiaries.

The New Notes will not be guaranteed by any of our current or future foreign subsidiaries. As a result of this structure, the New Notes will be structurally subordinated to all indebtedness and other obligations, including trade payables, of our non-guarantor subsidiaries. The effect of this subordination is that, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving a non-guarantor subsidiary, the assets of that subsidiary cannot be used to pay you until all other claims against that subsidiary, including trade payables, have been fully paid. As of September 30, 2008, the aggregate total assets (based on book value) of our non-guarantor subsidiaries were $259 million, representing approximately 18% of our total assets. In addition, 24% of our total liabilities were attributable to our non-guarantor subsidiaries as of September 30, 2008.  For fiscal 2008, 30% of our net sales was attributable to our non-guarantor subsidiaries. For fiscal 2008, our non-guarantor subsidiaries had a loss from continuing operations of $14.1 million.

Our controlling equity holders may take actions that conflict with your interests.

Substantially all of the voting power of our equity is held by the Sponsors. Accordingly, they control the power to elect our directors and officers, to appoint new management and to approve all actions requiring the approval of the holders of our equity, including adopting amendments to our constituent documents and approving mergers, acquisitions or sales of all or substantially all of our assets. The directors have the authority, subject to the terms of our debt, to issue additional indebtedness or equity, implement equity repurchase programs, declare dividends and make other such decisions about our equity.

In addition, the interests of our controlling equity holders could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our controlling equity holders might conflict with your interests as a note holder. Our controlling equity holders also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you, as holders of the New Notes.

Risks Relating to Our Business

A global recession and continued credit tightening could adversely affect us.

Current concerns about a global recession and continued credit tightening, including failures of financial institutions, have initiated unprecedented government intervention in the U.S., Europe and other regions of the world.  If these concerns continue or worsen, our customers could experience financial difficulties and as a result modify, delay or cancel plans to purchase our products or services or become unable to make payment to us for amounts due and owing. In addition, our suppliers could experience credit or other financial difficulties that could result in delays in their ability to supply us with necessary raw materials, components or finished products. These conditions may make it extremely difficult for our customers, our suppliers and us to accurately forecast and plan future business activities and could result in an asset impairment.  The occurrence of any of these factors could have an adverse effect on our business, financial condition and results of operations.

15

Instability in financial markets could adversely affect our ability to access capital markets.

In recent months, the volatility and disruption in the capital and credit markets have reached unprecedented levels.  If these conditions continue or worsen, there can be no assurance that we will not experience a material adverse effect on our ability to borrow money, including under our Senior Secured Credit Facility, or have access to capital, if needed.  Although our lenders have made commitments to make funds available to us in a timely fashion, our lenders may be unable or unwilling to lend money.  In addition, if we determine that it is appropriate or necessary to raise capital in the future, the future cost of raising funds through the debt or equity markets may be more expensive or those markets may be unavailable.  If we were unable to raise funds through debt or equity markets, it could materially and adversely affect our business, financial condition and results of operations.

If we are unable to implement our business strategy, our future results could be adversely affected.

Our future results of operations will depend in significant part on the extent to which we can implement our business strategy, which depends on our ability to successfully operate each component of our business. Our ability to execute our business strategy is subject to a number of factors, many of which are beyond our control, including those set forth in these “Risk Factors.” If we are unable to successfully implement our strategy, our business, financial condition and results of operations could be adversely affected.

Our industry is highly competitive.

We operate in a highly competitive industry. Current and prospective customers for our products evaluate our capabilities against the merits of our direct competitors. For all of our products, we compete primarily on the basis of both performance and price. Some of our competitors are well-established and have greater market share and manufacturing, financial, research and development and marketing resources than we do. We also compete with emerging companies that are attempting to sell their products in specialized markets, and with the internal capabilities of many of our significant customers, including Honeywell and BAE. There can be no assurance that we will be able to maintain our current market share with respect to any of our products. A loss of market share to our competitors could have a material adverse effect on our business, results of operations and financial condition. In addition, a significant portion of our contracts, including those with the federal government and commercial customers, are subject to commercial bidding, both upon initial issuance and recompetition. If we are unable to successfully compete in the bidding process or if we fail to obtain renewal, our business, results of operations and financial condition could be adversely affected.

Dependence on contract fabrication of semiconductors and outsourcing other portions of our business may adversely affect our ability to bring products to market and damage our reputation.

As part of our efforts to minimize the amount of required capital investment in facilities, equipment and labor and increase our ability to quickly respond to changes in technology and customer requirements, we outsource our semiconductor fabrication processes and certain other manufacturing functions to third parties. If these third parties fail to perform their obligations in a timely manner or at satisfactory quality and cost levels, our ability to bring products to market and our reputation could suffer and our costs could increase. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control.

Our industry is characterized by rapid technological change, and if we cannot continue to develop, manufacture and market innovative products that meet customer requirements for performance and reliability, we may lose market share and our net sales may suffer.

The process of developing new high technology products is complex and uncertain, and failure to keep apace of technological development, to develop or obtain appropriate intellectual property and to anticipate customers’ changing needs and emerging technological trends accurately could significantly harm our results of operations. We must make long-term investments and commit significant resources before knowing whether our predictions will eventually result in products that the market will accept. We must accurately forecast volumes, mix of products and configurations that meet customer requirements, and we may not succeed.

16

Our intellectual property rights may be inadequate to protect our business.

Our patents are of significant importance to us. In addition, we rely on our trademarks, trade secrets, proprietary know-how and concepts. We attempt to protect our intellectual property rights, both in the United States and in foreign countries, through a combination of patent, trademark and trade secret laws, as well as third-party nondisclosure and assignment agreements. Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

We have applied for patent protection relating to certain existing and proposed products, processes and services. While we generally apply for patents in those countries where we intend to make, have made, use or sell patented products, we may not accurately predict all of the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. Furthermore, we cannot assure you that any of our patent applications will be approved. We also cannot assure you that the patents issuing as a result of our foreign patent applications will have the same scope of coverage as our United States patents. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, we cannot assure you that competitors will not infringe our patents, or that we will have adequate resources to enforce our patents.

Some of our proprietary technology may have been developed under, or in connection with, U.S. government contracts or other federal funding agreements. With respect to technology developed under such federal funding agreements, the U.S. government may retain a nonexclusive, non-transferable, irrevocable, paid-up license to use the technology on behalf of the United States throughout the world. In addition, the U.S. government may obtain additional rights to such technology, or our ability to exploit such technology may be limited.

We rely on our trademarks, trade names and brand names to distinguish our products and services from the products and services of our competitors, and have registered or applied to register many of these trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of brand recognition, and could require us to devote resources marketing new brands. Further, we cannot assure you that we will have adequate resources to enforce our trademarks.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely affected.

If third parties claim that we infringe upon or misappropriate their intellectual property rights, our net sales, gross margins and expenses could be adversely affected.

We face the risk of claims that we have infringed or misappropriated third parties’ intellectual property rights. Any claims of patent or other intellectual property infringement, even those without merit, could:

• be expensive and time consuming to defend;

• cause us to cease making or using products that incorporate the challenged intellectual property;

• require us to redesign, reengineer, or rebrand our products, if feasible;

• divert management’s attention and resources; and

• require us to enter into licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any licensing agreements, if required, may not be available to us on acceptable terms or at all.  A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license agreements, or stop the sale of certain products, any of which could adversely affect our net sales, gross margins and expenses and harm our future prospects.

17

Many patent applications in the United States are maintained in secrecy for a period of time after they are filed, and therefore there is a risk that we could adopt a technology without knowledge of a pending patent application, which technology would infringe a third party patent once that patent is issued.

We rely on sales to federal government entities under prime contracts and subcontracts. A loss or reduction of such contracts, a failure to obtain new contracts or a reduction of sales under such contracts could have a material adverse effect on our business.

We derived approximately 28% of our net sales for fiscal 2008 from contracts with the federal government and its agencies or subcontracts with prime government contractors. The loss or significant curtailment of any of our significant government contracts or subcontracts, or  failure to exercise renewal options or enter into new contracts or subcontracts, could have a material adverse effect on our business, results of operations and financial condition.  Continuation and the exercise of renewal options on our existing government contracts and subcontracts and new government contracts and subcontracts are, among other things, contingent upon the availability of adequate funding for the various federal government agencies with which we and prime government contractors do business. Changes in federal government spending could directly affect our financial performance. Among the factors that could impact federal government spending and which would reduce our federal government contracting business are:

• a significant decline in, or reapportioning of, spending by the federal government;

• changes, delays or cancellations of federal government programs or requirements;

• the adoption of new laws or regulations that affect companies that provide services to the federal government;

• federal government shutdowns or other delays in the government appropriations process;

• curtailment of the federal government’s use of third-party service firms;

• changes in the political climate, including with regard to the funding or operation of the services we provide; and

• general economic conditions.

While U.S. defense spending has increased significantly in recent years due to greater homeland security and foreign military commitments, these defense spending levels may not be sustainable, particularly with the Iraq-related work. If the new presidential administration were to reorder its budgetary priorities resulting in a general decline in U.S. defense spending, it could cause federal government agencies to reduce their purchases under contracts, exercise their rights to terminate contracts in whole or in part, to issue temporary stop work orders or decline to exercise options to renew contracts, all of which could harm our operations and significantly reduce our future revenues.

Federal government contracts may be terminated by the federal government at any time prior to their completion and contain other unfavorable provisions, which could lead to unexpected loss of sales and reduction in backlog.

Under the terms of federal government contracts, the federal government may unilaterally:

• terminate or modify existing contracts;

• reduce the value of existing contracts through partial termination;

• delay the payment of our invoices by government payment offices;

• audit our contract-related costs; and

• suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations.

The federal government can terminate or modify any of its contracts with us or its prime contractors either for its convenience or if we or its prime contractors default by failing to perform under the terms of the applicable contract. A termination arising out of our default could expose us to liability and have a material adverse effect on our ability to compete for future contracts and subcontracts. If the federal government or its prime contractors terminate and/or materially modify any of our contracts or if any applicable options are not exercised, our failure to replace sales generated from such contracts would result in lower sales and could adversely affect our earnings, which could have a material adverse effect on our business, results of operations and financial condition.

18

Our backlog as of  September 30, 2008 was approximately $271 million, of which approximately 43% represented firm contracts with agencies of the U.S. government or prime defense contractors or subcontractors of the U.S. government. There can be no assurance that any of the contracts comprising our backlog will result in actual sales in any particular period or that the actual sales from such contracts will equal our backlog estimates. Furthermore, there can be no assurance that any contract included in our estimated backlog that generates sales will be profitable.

Our business could be adversely affected by a negative audit or other actions, including suspension or debarment, by the federal government.

As a federal government contractor, we must comply with and are affected by laws and regulations relating to the formation, administration and performance of government contracts. These laws and regulations affect how we do business with the federal government and our prime government contractors, and in some instances, impose added costs on our business. Federal government agencies routinely audit and investigate government contractors. These agencies review each contractor’s contract performance, cost structure and compliance with applicable laws, regulations and standards. Such agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed.

In addition, government contract payments received by us for allowable direct and indirect costs are subject to adjustment after audit by government auditors and repayment to the government if the payments exceed allowable costs as defined in the government contracts.

As a federal government contractor, we are subject to an increased risk of investigations, criminal prosecution, civil fraud, whistleblower lawsuits and other legal actions and liabilities to which companies with solely commercial customers are not subject, the results of which could have a material adverse effect on our operations. If we were suspended or prohibited from contracting with the federal government generally, or any significant federal government agency specifically, if our reputation or relationship with federal government agencies were impaired or if the federal government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, results of operations and financial condition could be materially adversely affected.

Our federal government contracts are subject to competitive bidding, both upon initial issuance and recompetition. If we are unable to successfully compete in the bidding process or if we fail to receive renewal, it could have a material adverse effect on our business, results of operations and financial condition.

A significant portion of our federal government contracts are awarded through a competitive bidding process, including upon renewal, and we expect that this will continue to be the case. There often is significant competition and pricing pressure as a result of this process.

The competitive bidding process presents a number of risks, including the following:

• we must expend substantial funds and time to prepare bids and proposals for contracts, which could detract attention from other parts of our business;

• we may be unable to estimate accurately the resources and cost that will be required to complete any contract we win, which could result in substantial cost overruns; and

• we may encounter expense and delay if our competitors protest or challenge awards of contracts to us, and any such protest or challenge could result in a requirement to resubmit bids on modified specifications or in termination, reduction or modification of the awarded contract.

The government contracts for which we compete typically have multiple option periods, and if we fail to win a contract, we generally will be unable to compete again for that contract for several years. If we fail to win new contracts or to receive renewal contracts upon recompetition, such failure could have a material adverse effect on our business, results of operations and financial condition.

19

Certain of our products may be controlled by the International Traffic in Arms Regulations, which may adversely affect our financial condition.

We are subject to International Traffic in Arms Regulation, or ITAR. ITAR requires export licenses from the U.S. Department of State for products that have military or strategic applications. During the quarter ended March 31, 2007, we became aware that certain RadHard bidirectional multipurpose transceivers sold by us since 1999 may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with ITAR. Accordingly, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, U.S. Department of State, describing the details of the possible inadvertent misclassification. Simultaneously, we filed a Commodity Jurisdiction request providing detailed information and data supporting our contention that the product is not subject to ITAR and requesting a determination that such product is not ITAR controlled. By letter dated November 15, 2007, we were informed that the U.S. Department of State had determined in response to our Commodity Jurisdiction request, that the product is subject to the licensing jurisdiction of the U.S. Department of State in accordance with ITAR. We requested reconsideration of this determination. On February 7, 2008, we filed an addendum to the above referenced Voluntary Disclosure advising the Directorate of Defense Trade Controls that other products sold by us similar in nature to the transceiver described above may also be subject to ITAR. The Directorate of Defense Trade Controls agreed to extend our time to file such addendum to the Voluntary Disclosure until a decision was rendered with respect to our request for reconsideration of the determination in connection with the above-referenced Commodity Jurisdiction request. On August 5, 2008, we received a letter from the Office of Defense Trade Controls Compliance (“DTCC”) requesting that we provide documentation and/or information relating to our compliance initiatives after November 15, 2007 as well as the results of any product reviews conducted by us, and indicating that a civil penalty against us could be warranted in connection with this matter following the review of such materials. We have provided all of the materials and documentation requested by the DTCC. Our request for reconsideration was denied by the Directorate of Defense Trade Controls on August 19, 2008, which determined that the product is subject to the licensing jurisdiction of the Department of State in accordance with ITAR.  Accordingly, on September 18, 2008, we filed an addendum to our Voluntary Disclosure identifying other products that may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with ITAR but were inadvertently misclassified.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

During May 2008, we became further aware that a certain product sold by our KDI subsidiary may have been inadvertently misclassified as not ITAR controlled. On August 5, 2008, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, U.S. Department of State, describing the inadvertent misclassification of this product. At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

During November 2008, we became aware that our Hauppauge facility had shipped two ITAR controlled products to a foreign customer, but inadvertently had noted on the requisite paperwork that only one ITAR controlled product was included in the shipment.  We intend to file a voluntary disclosure with the Directorate of Defense Trade Controls, U.S. Department of State, informing them of this mistake.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

In the event that a determination is made that we have violated ITAR with respect to any of the foregoing matters, we may be subject to substantial monetary penalties that we are unable to quantify at this time, and/or a suspension or revocation of our export privileges and criminal sanctions, which may adversely affect our business, results of operations and financial condition.

We are subject to unanticipated market conditions that could adversely affect our available working capital and financial position.

We hold investments that consist of certain auction rate securities, or ARS. Beginning in February 2008, auctions for the resale of ARS have ceased to reliably support the liquidity of these securities. We cannot be certain that liquidity will be restored in the foreseeable future or at all. We may not be able to access cash by selling these securities for which there is insufficient demand without a loss of principal until a future auction for these investments is successful, a secondary market emerges, they are redeemed by their issuer or they mature. These securities are classified as non-current assets. In addition, the value of such investments could potentially be impaired on a temporary or other-than-temporary basis. If it is determined that the value of the investment is impaired on an other-than-temporary basis, we would be required to write down the investment to its fair value and record a charge to earnings for the amount of the impairment. As of September 30, 2008, we held ARS with a par value of $19.9 million and a fair value of $18.7 million.

20

Our failure to detect unknown defects in our products could materially harm our relationship with customers, our reputation and our business.

Defects could be found in our existing or new products. These defects could result in significant product liability or warranty claims. In addition, any defects found in our products could result in a loss of sales or market share, failure to achieve market acceptance, injury to our reputation, indemnification claims, litigation, increased insurance costs and increased service costs, any of which could discourage customers from purchasing our products and materially harm our business.

General economic conditions could adversely affect our net sales, gross margins and expenses.

Our net sales and gross margins depend significantly on the overall demand for microelectronic products and testing solutions, in the product and service segments in which we compete. Weaker demand for our products and services caused by economic weakness may result in decreased sales, earnings levels or growth rates and problems with the saleability of inventory and realizability of customer receivables. In the past, we have observed effects of global economic downturns in many areas of our business. Delays or reductions in spending for our products could have a material adverse effect on our business, results of operations and financial condition.

As part of our business strategy, we may complete acquisitions or divest non-strategic businesses and product lines and undertake restructuring efforts. These actions could adversely affect our business, results of operations and financial condition.

As part of our business strategy, we engage in discussions with third parties regarding, and enter into agreements relating to, possible acquisitions, ventures and divestitures in order to manage our product and technology portfolios and further our strategic objectives. We also continually look for ways to increase the profitability of our operations through restructuring efforts and to consolidate operations across facilities where synergies exist. In order to pursue this strategy successfully, we must identify suitable acquisition, alliance or divestiture candidates, complete these transactions, some of which may be large and complex, and integrate acquired companies. Integration and other risks of acquisitions can be more pronounced for larger and more complicated transactions, or if multiple acquisitions are pursued simultaneously.

The integration of acquisitions may make the completion and integration of subsequent acquisitions more difficult. However, if we fail to identify and complete these transactions, we may be required to expend resources to internally develop products and technology or may be at a competitive disadvantage or may be adversely affected by negative market perceptions, which may have an adverse effect on our business, results of operations and financial condition.

Acquisitions may require us to integrate different company cultures, management teams and business infrastructures and otherwise manage integration risks. Even if an acquisition is successfully integrated, we may not receive the expected benefits of the transaction.

A successful sale or divestiture depends on various factors, including our ability to effectively transfer assets and liabilities, contracts, facilities and employees to the purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to keep and reduce fixed costs previously associated with the divested assets of the business.

Managing acquisitions and divestitures requires varying levels of management resources, which may divert management’s attention from our other business operations. Acquisitions, including abandoned acquisitions, also may result in significant costs and expenses and charges to earnings.

Restructuring activities may result in business disruptions and may not produce the full efficiency and cost reduction benefits anticipated. Further, the benefits may be realized later than expected and the cost of implementing these measures may be greater than anticipated. If these measures are not successful, we may need to undertake additional cost reduction efforts, which could result in future charges. Moreover, we could experience business disruptions with customers and elsewhere if our cost reduction and restructuring efforts prove ineffective and our ability to achieve our other strategic goals and business plans as well as our business, results of operations and financial condition could be adversely affected.

In order to be successful, we must retain and motivate key employees, and failure to do so could seriously harm us.

In order to be successful, we must retain and motivate executives and other key employees, including those in managerial, technical, marketing and information technology support positions. In particular, our product generation efforts depend on hiring and retaining qualified engineers. Attracting and retaining skilled workers and qualified sales representatives is also critical to us. Experienced management and technical, marketing and support personnel in the microelectronics and test solutions industries are in demand and competition for their talents is intense. Employee retention may be a particularly challenging issue following acquisitions or divestitures since we also must continue to motivate employees and keep them focused on our strategies and goals, which may be particularly difficult due to the potential distractions related to integrating the acquired operations or divesting businesses to be sold.

21

We may be required to make significant payments to members of our management in the event their employment with us is terminated.

We are a party to employment agreements with each of Leonard Borow, our President and Chief Executive Officer,  John Buyko, our Executive Vice President and President of our AMS division, John Adamovich, our Chief Financial Officer, Charles Badlato, our Vice President-Treasurer, and Carl Caruso, our Vice President-Manufacturing. In the event we terminate the employment of any of these executives, or in certain cases, if such executives terminate their employment with us, such executives will be entitled to receive certain severance and related payments. The aggregate amount payable by us to Messrs. Borow, Buyko, Adamovich, Badlato and Caruso upon the termination of their respective employment with us is $10.3 million.

We are currently involved in stockholder litigation in connection with the Transactions which may adversely affect our financial condition.

An amended class action complaint was filed against us and our board of directors on June 20, 2007 in the Supreme Court of the State of New York, Nassau County. The complaint alleges that our board breached its fiduciary duties to our stockholders (i) by issuing a preliminary proxy statement on June 5, 2007 in connection with seeking stockholder approval of the Acquisition and (ii) in approving certain amendments, that were allegedly beyond the scope of our corporate power, to our Supplemental Executive Retirement Plan and the employment agreements of defendants Harvey R. Blau, our then Chairman and Chief Executive Officer, and Leonard Borow, our then President and Chief Operating Officer. The plaintiffs sought injunctive relief with respect to the first cause of action, seeking to enjoin the July 26, 2007 special meeting of our stockholders on the grounds that we and our board of directors provided inadequate disclosures, and the recovery of money damages with respect to the second cause of action. The plaintiffs subsequently withdrew their motion for preliminary injunctive relief. On July 9, 2007, we and our board of directors filed a motion to dismiss the amended class action complaint and that motion is currently pending.  The July 26, 2007 stockholders meeting went forward and the Company’s stockholders approved the Merger. On August 15, 2007, the Acquisition of the Company was completed. We are currently in settlement discussions with the plaintiffs and have accrued an insignificant liability for the settlement.

Securities litigation can be costly, time-consuming and could divert funds and management and other resources away from our business and operations. While we cannot predict the outcome of this matter and this matter will take time to resolve, damages arising from this stockholder litigation, if it is resolved against us or in connection with any settlement, absent insurance coverage or damages in excess of insurance coverage, could adversely affect our business, results of operations and financial condition.

Our operating results may fluctuate significantly on a quarterly basis.

Our sales and other operating results have fluctuated significantly in the past, and we expect this trend will continue. Factors which affect our results include:

• the timing, cancellation or rescheduling of customer estimates, orders and shipments;

• the pricing and mix of products sold;

• our ability to obtain components and subassemblies from contract manufacturers and suppliers;

• variations in manufacturing efficiencies; and

• research and development and new product introductions.

Many of these factors are beyond our control. Our performance in any one fiscal quarter is not necessarily indicative of any financial trends or future performance.

22

We are exposed to foreign currency exchange rate risks that could adversely affect our business, results of operations and financial condition.

We are exposed to foreign currency exchange rate risks that are inherent in our sales commitments, anticipated sales, and assets and liabilities that are denominated in currencies other than the U.S. dollar. For fiscal 2008, sales of our products to foreign customers accounted for approximately 46% of our net sales. In addition, a portion of our product and component manufacturing, along with key suppliers, are located outside of the United States. Failure to sufficiently hedge or otherwise manage foreign currency risks properly could adversely affect our business, results of operations and financial condition. Furthermore, the recent strengthening of the U.S. dollar associated with the global financial crisis may adversely affect the results of our international operations when those results are translated into U.S. dollars.

Our operations are subject to business interruptions and casualty losses.

Our business is subject to numerous inherent risks, particularly unplanned events such as inclement weather, explosions, fires, terrorist acts, other accidents, equipment failures and transportation interruptions. While our insurance coverage could offset losses relating to some of these types of events, our business, results of operations and financial condition could be materially adversely impacted to the extent any such losses are not covered by our insurance.

Compliance with and changes in environmental, health and safety laws regulating the present and past operations of our business and the business of predecessor companies could increase the costs of producing our products and expose us to environmental claims.

Our business is subject to numerous federal, state, local and foreign laws and regulations concerning environmental, health and safety matters, including those relating to air emissions, wastewater discharges and the generation, handling, use, storage, transportation, treatment and disposal of, or exposure to, hazardous substances. Violations of such laws and regulations can lead to substantial fines and penalties and other civil or criminal sanctions. We incur costs associated with compliance with these laws and regulations and we face risks of additional costs and liabilities including those related to the investigation and remediation of, or claims for personal injuries or property damages associated with, past or present contamination, at current as well as former properties utilized by us and at third-party disposal sites, regardless of fault or the legality of the original activities that led to such contamination.

In addition, future developments, such as changes in laws and regulations or the enforcement thereof, more stringent enforcement or interpretation thereof and claims for property damage or personal injury could cause us to incur substantial losses or expenditures. Although we believe we are materially compliant with all applicable current laws and regulations, any new or modified laws or regulations, or the discovery of any currently unknown non-compliance or contamination, could increase the cost of producing our products, thereby adversely impacting our business, results of operations and financial condition.

We rely on our information technology systems to manage numerous aspects of our business and a disruption of these systems could adversely affect our business.

Our information technology, or IT, systems are an integral part of our business and a serious disruption to our IT systems could significantly limit our ability to manage and operate our business efficiently, which in turn could materially adversely impact our business, results of operations and financial condition. We depend on our IT systems for scheduling, sales order entry, purchasing, materials management, accounting and production functions. Our IT systems also allow us to ship products to our customers on a timely basis, maintain cost-effective operations and provide a high level of customer service. Some of our systems are not fully redundant, and our disaster recovery planning does not account for all eventualities.

In the event that certain of our customers encounter financial difficulties and fail to pay us, it could adversely affect our business, results of operations and financial condition.

We manufacture products to customer specifications and generally purchase raw materials in response to customer orders. In addition, we may commit significant amounts of capital to maintain inventory in anticipation of customer orders. In the event that our customers for whom we maintain inventory experience financial difficulties, we may be unable to sell such inventory at its current profit margin, if at all. In such an event, our gross margins would decline. In addition, if the financial condition of a significant portion of our customer base deteriorates, resulting in an impairment of their ability to pay us amounts owed in respect of a significant amount of outstanding receivables, our financial condition would be adversely affected.

23

Due to the international nature of our business, political or economic changes could harm our future sales, expenses and financial condition.

Our future sales, costs and expenses could be adversely affected by a variety of international factors, including:

• changes in a country’s or region’s political or economic conditions;

• longer accounts receivable cycles;

• trade protection measures;

• unexpected changes in regulatory requirements;

• differing technology standards and/or customer requirements; and

• import or export licensing requirements, which could affect our ability to obtain favorable terms for components or lead to penalties or restrictions.

For fiscal 2008, sales of our products to foreign customers accounted for approximately 46% of our net sales. As of September 30, 2008, we employed 790 employees overseas. In addition, a portion of our product and component manufacturing, along with key suppliers, is located outside of the United States, and also could be disrupted by some of the international factors described above.

Risks Related to the Exchange Offer

Original Notes that are outstanding after consummation of the exchange offer will continue to be subject to existing transfer restrictions and the holders of Original Notes after consummation of the exchange offer may be unable to sell their Original Notes.

Original Notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing transfer restrictions. We did not register the Original Notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the Original Notes may be transferred only in limited circumstances under the securities laws. If you do not exchange your Original Notes in the exchange offer, you will lose your right to have the Original Notes registered under the Securities Act, subject to limited exceptions. If you continue to hold Original Notes after the exchange offer, you may be unable to sell the Original Notes.

Some holders that exchange their Original Notes may be deemed to be underwriters, and these holders will be required to comply with registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Original Notes in the exchange offer for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

An active public market may not develop for the New Notes, which may hinder your ability to liquidate your investment.

The New Notes are a new issue of securities with no active trading market, and we do not intend to list them on any securities exchange. The initial purchasers of the Original Notes are not obligated to make a market in the New Notes and may cease their market-making in the New Notes at any time. In addition, the liquidity of the trading market in the New Notes, and the market price quoted for the New Notes, may be adversely affected by changes in the overall market for fixed income securities, and by changes in our financial performance or prospects, or in the prospects for companies in our industry in general. As a result, an active trading market for the New Notes may not develop. If no active trading market develops, you may not be able to resell your New Notes at their fair market value, or at all.

The market price for the New Notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market for the New Notes, if any, may be subject to similar disruptions, which could adversely affect the value of your New Notes.

24

FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements." All statements other than statements of historical fact are "forward-looking" statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should" or "will" or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

•      adverse developments in general business, economic and political conditions domestically or internationally;

• our ability to remain competitive in the markets we serve;

• our failure to comply with regulations such as International Traffic in Arms Regulations and any changes in regulations;

• our inability to continue to develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability;

• our exposure to foreign currency exchange rate risks;

• our exposure to auction rate securities and the impact this exposure has on our liquidity;

• our failure to realize anticipated benefits from completed acquisitions, divestitures or restructurings, or the possibility that such acquisitions, divestitures or restructurings could adversely affect us;

• the loss of key employees;

•      terrorist acts or acts of war; and

•      other risks and uncertainties, including those listed under the caption "Risk Factors."

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof.

25

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the last five fiscal years and for the three months ended September 30, 2008:

	Year Ended June 30,					Three Months Ended September 30,
	2004	2005	2006	2007	2008	2008
Ratio of earnings to fixed charges	7.7x	8.6x	15.4x	9.8x	*	*

* The ratio was computed by dividing earnings by fixed charges.  For this purpose, “earnings” represents income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and one-third of rent expense that we believe to be representative of the interest factored in those rentals. The deficit of earnings to fixed charges for the year ended June 30, 2008 was $160.8 million and for the three months ended September 30, 2008 was $17.3 million.

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the Original Notes. We did not receive any proceeds from the exchange offer. In consideration for issuing the New Notes, we will receive Original Notes with like original principal amount. The form and terms of the New Notes will be the same as the form and terms of the Original Notes, except as otherwise described in this filing. The Original Notes surrendered in exchange for the New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our outstanding debt and only an insignificant increase in financing costs.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2008. The information in the table should be read in conjunction with “Use of Proceeds,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this prospectus.

	As of September 30, 2008
	Actual
	(in millions)
Cash and cash equivalents	$	73.1
Debt:
Senior Secured Credit Facility		519.8
Senior notes offered hereby		225.0
Senior Subordinated Unsecured Credit Facility		135.2
Other indebtedness		1.4
Total debt		881.4
Stockholder’s equity		245.9
Total capitalization	$	1,127.3

26

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial information is based on our audited and unaudited financial statements included elsewhere in this prospectus, adjusted to illustrate the pro forma effect of the Transactions consummated on August 15, 2007 and the offering of the Notes and the payment of fees and expenses relating thereto. The unaudited pro forma statements of operations for fiscal 2008 and the three months ended September 30, 2008 give effect to the Transactions and the offering of the Notes and the payment of fees and expenses relating thereto as if they had occurred on July 1, 2007.  The unaudited pro forma balance sheet as of September 30, 2008 gives effect to the payment of fees and expenses relating to this Offering as if it had occurred on September 30, 2008.  The pro forma effects of the acquisitions of Test Evolution Corporation on October 1, 2007 and Gaisler Research AB on June 30, 2008 are not reflected in the unaudited pro forma statement of operations for fiscal 2008 as the effects are immaterial.

The unaudited pro forma financial information is for informational purposes only and is not intended to represent the results of operations or financial position that we would have reported had the Transactions and the offering of the Notes and the payment of fees and expenses relating thereto been completed as of the dates presented, and should not be taken as representative of our future results of operations or financial position.

The unaudited pro forma financial information should be read in conjunction with the information contained in “Use of Proceeds,” “Capitalization,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and related notes included elsewhere in this prospectus.

27

Aeroflex Incorporated and Subsidiaries

Unaudited Condensed Pro Forma Consolidated Balance Sheet

As of September 30, 2008

(In thousands)

				Adjustments
	Historical			for the Notes
	Aeroflex			Offering			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	73,066		$	(500	)(a)	$	72,566
Accounts receivable, less allowance for doubtful accounts of $2,829		110,297			-			110,297
Inventories		136,977			-			136,977
Deferred income taxes		26,460			-			26,460
Prepaid expenses and other current assets		12,445			-			12,445
Total current assets		359,245			(500	)		358,745
Property, plant and equipment, net		101,349			-			101,349
Non-current marketable securities		18,755			-			18,755
Deferred financing costs, net		29,435			-			29,435
Other assets		15,141			-			15,141
Intangible assets with definite lives, net		321,760			-			321,760
Intangible assets with indefinite lives		120,051			-			120,051
Goodwill		456,193			-			456,193
Total assets	$	1,421,929		$	(500	)	$	1,421,424
Liabilities and Stockholder’s Equity
Current liabilities:
Current portion of long-term debt	$	5,570		$	-		$	5,570
Accounts payable		31,882			-			31,882
Advance payments by customers and deferred revenue		18,997			-			18,997
Income taxes payable		2,097			-			2,097
Accrued payroll expenses		25,754			-			25,754
Accrued expenses and other current liabilities		58,767			-			58,767
Total current liabilities		143,067			-			143,067
Long-term debt		875,813			-			875,813
Deferred income taxes		143,491			-			143,491
Defined benefit plan obligations		6,156			-			6,156
Other long-term liabilities		7,470			-			7,470
Total liabilities		1,175,997			-			1,175,997
Stockholder’s equity:
Common stock, par value $.10 per share; authorized 1,000 shares; issued and 1,000 shares		-			-			-
Additional paid-in capital		382,214			-			382,214
Accumulated other comprehensive loss		(23,960	)		-			(23,960	)
Accumulated deficit		(112,322	)		(500	)(a)		(112,822	)
Total stockholder’s equity		245,932			(500	)		245,432
Total liabilities and stockholder’s equity	$	1,421,929		$	(500	)	$	1,421,429

(a)Reflects the payment of estimated fees and expenses to be incurred in connection with the Notes Offering.

See accompanying notes to unaudited pro forma financial statements.

28

Aeroflex Incorporated and Subsidiaries

Unaudited Condensed Pro Forma Consolidated Statement of Operations

For the Fiscal Year Ended June 30, 2008

(In thousands)

				Adjustments				Adjustments
	Historical			for the				for the Notes				Pro Forma
	Aeroflex			Transactions				Offering				Aeroflex
Net sales	$	643,212		$	(56	)	(a)	$	-			$	643,156
Cost of sales		375,814			258		(b)		-				376,072
Gross profit		267,398			(314	)			-				267,084
Selling, general and administrative costs		140,117			275		(c)		-				139,709
					(840	)	(d)		-
					157		(b)
Research and developments costs		82,076			124		(b)		-				82,200
Amortization of acquired intangibles		74,768			7,862		(e)		-				82,630
Acquired in-process research and development		24,975			(24,975	)	(f)		-				-
Company sale transaction expenses		36,210			-				-				36,210
		358,146			(17,397	)			-				340,749
Operating income (loss)		(90,748	)		17,083				-				(73,665	)
Other income (expense)
Interest expense		(74,933	)		(15,044	)	(g)		(500	)	(i)		(90,477	)
Other income (expense), net		4,911			-				-				4,911
Total other income (expense)		(70,022	)		(15,044	)			(500	)			(85,566	)
Income (loss) from continuing operations before income taxes		(160,770	)		2,039				(500	)			(159,231	)
Provision (benefit) for income taxes		(45,758	)		(8,489	)	(h)		(185	)	(i)		(54,432	)
Income (loss) from continuing operations		(115,012	)		10,528				(315	)			(104,799	)
Income (loss) from discontinued operations, net of tax provision (benefit)		(7,329	)		-				-				(7,329	)
Net income (loss)	$	(122,341	)	$	10,528			$	(315	)		$	(112,128	)

See accompanying notes to unaudited pro forma financial statements.

29

Aeroflex Incorporated and Subsidiaries

Unaudited Condensed Pro Forma Consolidated Statement of Operations

For the Three Months Ended September 30, 2008

(In thousands)

				Adjustments
	Historical			for the Notes		Pro Forma
	Aeroflex			Offering		Aeroflex
Net sales	$	140,845		$	-	$	140,845
Cost of sales		73,486			-		73,486
Gross profit		67,359			-		67,359
Selling, general and administrative costs		31,484			-		31,484
Research and developments costs		17,029			-		17,029
Amortization of acquired intangibles		17,968			-		17,968
Total operating expenses		66,481			-		66,481
Operating income (loss)		878			-		878
Interest expense		(21,215	)		-		(21,215	)
Other income (expense)		3,086			-		3,086
Total other income (expense)		(18,129	)		-		(18,129	)
Income (loss) before income taxes		(17,251	)		-		(17,251	)
Provision (benefit) for income taxes		(10,354	)		-		(10,354	)
Net income (loss)	$	(6,897	)	$	-	$	(6,897	)

See accompanying notes to unaudited pro forma financial statements.

30

Notes to Unaudited Condensed Pro Forma Consolidated

Statements of Operations

For the Fiscal Year Ended June 30, 2008

(in thousands)

(a) To reflect the impact on net sales of the purchase accounting fair value adjustment to deferred revenues for the forty-five days prior to the Acquisition.

Net Sales $ (56 )

(b) To reflect the incremental depreciation expense for the  impact of the purchase accounting fair value adjustment to fixed assets for the forty-five days prior to the Acquisition.

Cost of sales	$	258
Selling, general and administrative costs		157
Research and development costs		124
	$	539

(c) To record annual advisory fees pursuant to the merger agreement entered into in connection with the Acquisition for the forty-five days prior to the Acquisition.

Selling, general and administrative costs $ 275

(d) To record the impact of new management employment contracts that were entered into in connection with the Acquisition, including the retirement of the former CEO, the modification of our current President’s (formerly the Company’s Chief Operating Officer) contract and the elimination of the Company’s SERP for the forty-five days prior to the Acquisition.

Selling, general and administrative costs $ (840 )

(e) Reflects the elimination of amortization expense relating to historical acquired intangible assets and the addition of amortization expense relating to acquired amortizable intangible assets of $413.4 million resulting from the Acquisition.

Pro forma amortization	$	82,630
Historical amortization		74,768
Pro forma adjustment	$	7,862

(f) Reflects the elimination from the pro forma statements of operations of  charges that we have recorded in connection with the Acquisition of $25.0 million for In-Process Research and Development.

(g) Reflects the elimination of historical interest and related expenses, including on mortgage debt that was repaid on August 15, 2007 and the revolving credit facility that was terminated in connection with the Transactions and the addition of interest expense on our Senior Secured Credit Facility, the senior subordinated unsecured term loan and the Notes offered hereby.

31

	(in thousands)
Pro forma interest expense on our senior secured term loan facility, the senior subordinated unsecured term loan and senior notes:
Cash interest	$	72,428
Paid-in-kind interest		11,340
Amortization of debt issuance costs (1)		4,629
Other interest		1,580
Pro forma interest expense		89,977
Historical interest expense		74,933
Pro forma adjustment	$	15,044

(1)          Reflects non-cash interest expense related to capitalized debt issuance costs of $27.9 million that are being amortized over the term of the related facility (six years for the revolving credit facility, seven years for the senior secured term loan and eight years for the senior subordinated unsecured term loan and exchangeable senior unsecured loan).

(h) Reflects the estimated tax benefit on the pre-tax effect of the pro forma adjustments at our marginal rate of 37%. However, a portion of the interest expense may not be deductible for income tax purposes and would result in a reduction of the income tax benefit indicated.

Provision (benefit) for income taxes $ (8,489 )

(i)  Reflects increased expense for the estimated fees and expenses to be incurred for the registration of the New Notes and related tax benefit.

Estimated fees and expenses to be incurred in connection with the Notes Offering	$	500
Tax benefit		(185	)
	$	315

32

SELECTED HISTORICAL FINANCIAL DATA

The consolidated financial data set forth below as of and for fiscal 2006 and 2007 and the periods from July 1, 2007 through August 14, 2007 and August 15, 2007 through June 30, 2008 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated financial data for the three months ended September 30, 2008 has been derived from our unaudited consolidated financial statements for that period, and except as described in the notes thereto, has been prepared on a basis consistent with the audited consolidated financial statements and, in the opinion of management, include all adjustments, including usual recurring adjustments, necessary for a fair presentation of that information for such period. The financial data presented for the interim period is not necessarily indicative of the results for the full year.  The consolidated financial data set forth below as of and for fiscal 2004 and 2005 have been derived from audited consolidated financial statements that are not included in this prospectus.  As part of the Acquisition, we entered into the various financing arrangements described herein and, as a result, we now have a different capital structure. Accordingly, the results of operations for periods subsequent to the consummation of the Acquisition and related financing transactions will not necessarily be comparable to prior periods.

The selected consolidated financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.

33

	Predecessor															Successor			Successor
	Years Ended June 30,												Period July 1,  2007 through August 14,			Period August 15, 2007 through June 30,			Three Months Ended September
	2004			2005			2006			2007			2007			2008			30, 2008
Operations Statement Data:	(in thousands)
Net sales	$	404,478		$	452,984		$	546,243		$	593,146		$	38,221		$	604,991		$	140,845
Costs of sales		216,273			238,210			284,312			308,969			22,861			352,953			73,486
Gross Profit		188,205			214,774			261,931			284,177			15,360			252,038			67,359
Selling, general and administrative costs		93,792			111,661			122,871			129,621			19,031			121,086			31,484
Research and development costs		49,813			61,099			72,055			76,717			12,178			69,898			17,029
Amortization of acquired intangibles		7,730			8,896			13,778			13,006			1,692			73,076			17,968
Acquired in-process research and development costs		4,220			2,974			-			-			-			24,975			-
Company Sale Transaction expenses		-			-			-			30,584			3,717			32,493			-
Operating income (loss)		32,650			30,144			53,227			34,249			(21,258	)		(69,490	)		878
Other income (expense) Interest expense		(1,403	)		(895	)		(608	)		(672	)		(275	)		(74,658	)		(21,215	)
Other income (expense)		(1,711	)		1,844			1,669			152			294			4,617			3,086
Total other income (expense)		(3,114	)		949			1,061			(520	)		19			(70,041	)		(18,129	)
Income (loss) from continuing operations before income taxes		29,536			31,093			54,288			33,729			(21,239	)		(139,531	)		(17,251	)
Provision (benefit) for income taxes		11,204			13,663			20,540			24,935			(6,831	)		(38,927	)		(10,354	)
Income (loss) from continuing operations		18,332			17,430			33,748			8,794			(14,408	)		(100,604	)		(6,897	)
Discontinued operations, net		(6,185	)		(389	)		(5,652	)		(3,868	)		(2,508	)		(4,821	)		-
Cumulative effect of a change in accounting principle, net		-			-			(1,137	)		-			-			-			-
Net income (loss)*	$	12,147		$	17,041		$	26,959		$	4,926		$	(16,916	)	$	(105,425	)	$	(6,897	)

*  We have not presented earnings (loss) per share data because all 1,000 shares of common stock outstandingat  September 30, 2008 and June 30, 2008 is held by one shareholder.

34

	Predecessor																Successor			Successor
	Years Ended June 30,												Period July 1,  2007 through August 14,				Period August 15, 2007 through June 30,			Three Months Ended September
	2004			2005			2006			2007			2007				2008			30, 2008
Balance Sheet Data (at end of period):	(in thousands)
Working Capital (1)	$	237,865		$	161,749		$	199,780		$	201,603		$	218,072		$	220,855			$	216,178
Total assets		551,391			589,849			633,391			674,936			682,776			1,478,999				1,421,929
Long-term debt (including current portion)		10,275			4,824			4,165			3,583			3,554			878,811				881,383
Stockholders’ equity		427,097			443,980			487,670			510,697			506,626			276,648				245,932
Cash Flow Data:
Cash flows from (used in) operating activities		24,100			36,611			36,697			20,802			11,293		$		8,910			28,510
Cash flows from (used in) investing activities		(73,067	)		(117,646	)		(42,553	)		(19,113	)		8,406				(1,162,376	)		(3,341	)
Cash flows from (used in) financing activities		94,421			(4,039	)		3,748			(793	)		12,619				1,209,045			(1,756	)
Other Financial Data:
EBITDA (unaudited) (2)	$	52,695		$	56,300			85,267			64,543			(17,302	)			28,159			27,461
Adjusted EBITDA (unaudited) (3)																					29,083
Ratio of earnings to fixed charges (4)		7.7	x		8.6	x		15.4	x		9.8	x		*				*			*

* The deficit of earnings to fixed charges was $21.2 million for the period July 1, 2007 through August 14, 2007, $139.5 million for the period August 15, 2007 through June 30, 2008 and $17.3 million for the three months ended September 30, 2008.

(1) Working capital is defined as current assets less current liabilities.

(2) As used herein, “EBITDA” represents income (loss) from continuing operations plus (i) interest expense, (ii) provision for income taxes and (iii) depreciation and amortization.

We have included information concerning EBITDA in this prospectus because we believe that such information is used by certain investors, securities analysts and others as one measure of an issuer’s performance and historical ability to service debt. In addition, we use EBITDA when interpreting operating trends and results of operations of our business. EBITDA is also widely used by us and others in our industry to evaluate and to price potential acquisition candidates. EBITDA is a non-GAAP financial measure and should not be considered as an alternative to, or more meaningful than, earnings from operations, cash flows from operations or other traditional GAAP indications of an issuer’s operating performance or liquidity.

35

The use of EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation, or as a substitute for analysis of our results as reported under GAAP. For additional information regarding our use of EBITDA and limitations on its usefulness as an analytical tool, see “Use of Non-GAAP Measures.”

The following table is a reconciliation of income (loss) from continuing operations to EBITDA for the periods indicated:

	Predecessor											Successor			Successor
	Years Ended June 30,								Period July 1,  2007 through August 14,			Period August 15, 2007 through June 30,			Three Months Ended September
	2004		2005		2006		2007		2007			2008			30, 2008
	(in thousands)
Income (loss) from continuing operations	$	18,332	$	17,430	$	33,748	$	8,794	$	(14,408	)	$	(100,604	)	$	(6,897	)
Interest expense		1,403		895		608		672		275			74,658			21,215
Provision (benefit) for income taxes		11,204		13,663		20,540		24,935		(6,831	)		(38,927	)		(10,354	)
Depreciation and amortization		21,756		24,312		30,371		30,142		3,662			93,032			23,497
EBITDA (unaudited).	$	52,695	$	56,300	$	85,267	$	64,543	$	(17,302	)	$	28,159		$	27,461

36

(3) The calculation of Adjusted EBITDA is based on the definitions in our debt agreements and is not defined under U.S. GAAP.  Our use of the term Adjusted EBITDA may vary from others in our industry.  Adjusted EBITDA is not a measure of operating income (loss), performance or liquidity under U.S. GAAP and is subject to important limitations.  For additional information regarding our use of Adjusted EBITDA and limitations on its usefulness as an analytical tool, see “Use of Non-GAAP Measures.”  A reconciliation of EBITDA to Adjusted EBITDA is as follows:

	Three Months Ended
	September 30, 2008
	Successor Entity
	(In thousands)
EBITDA (unaudited)	$	27,461
Impact of other non-cash purchase accounting adjustments		97
Company sale transaction expenses and merger related expenses		634
Restructuring costs (a)		402
Share based compensation (b)		489
Adjusted EBITDA (unaudited)	$	29,083

(a) Primarily reflects costs associated with the reorganization of our U.K. operations.

(b) Reflects non-cash share-based employee compensation expense under the provisions of SFAS 123(R), Share-Based Payments.

(4) In calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and one-third of rent expense that we believe to be representative of the interest factored in those rentals.

* The deficit of earnings to fixed charges was $21.2 million for the period July 1, 2007 through August 14, 2007, $139.5 million for the period August 15, 2007 through June 30, 2008 and $17.3 million for the three months ended September 30, 2008.

37

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements in the discussion and analysis regarding our expectations regarding the performance of our business and any forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Forward-Looking Statements” and “Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors,” “Unaudited Pro Forma Financial Information,” “Selected Historical Financial Data” and our historical financial statements, including the related notes, appearing elsewhere in this prospectus.

Overview

We are a leading provider of highly specialized microelectronics and test and measurement equipment, primarily to the global aerospace and defense and broadband communications markets. We also design ASICs for CT scan equipment for the medical industry. Founded in 1937, we have developed a substantial intellectual property portfolio that includes more than 150 patents, extensive know-how, years of collaborative research and development with our customers and a demonstrated history in space. We believe that the combination of our leading market positions, complementary portfolio of products, years of experience and engineering capabilities provides us with a competitive advantage and enables us to deliver high performance, high value products to our customers.

The Acquisition

On August 15, 2007, AX Acquisition Corp. (“AX Acquisition”) and the parent entered into a merger agreement with us. At the effective time of the merger, AX Acquisition was merged with and into us. We were the surviving corporation in the merger and became a wholly-owned subsidiary of the parent (referred to in this section as the Acquisition or Company Sale Transaction).

The Acquisition was funded by:

• equity investments in the parent of approximately $378.4 million by the Sponsors and certain members of our management;

• borrowings under our Senior Secured Credit Facility, consisting of $525.0 million under our term loan facility;

• borrowings under our Exchangeable Senior Unsecured Credit Facility, consisting of a $225.0 million term loan facility; and

• borrowings under our Exchangeable Senior Subordinated Unsecured Credit Facility, consisting of a $120.0 million term loan facility.

On September 21, 2007, we entered into a $120.0 million Senior Subordinated Unsecured Credit Facility to refinance our $120.0 million Exchangeable Senior Subordinated Unsecured Credit Facility. On August 7, 2008, we issued the Original Notes to refinance our $225.0 million Exchangeable Senior Unsecured Credit Facility.

Selected Factors Affecting Our Results of Operations

Our results of operations have been affected by the following factors, which may cause our results of operations for certain periods to not be comparable to other periods.  These are not all of the factors that have affected our results of operations.

Acquisition Related Adjustments.  In the fiscal year ended June 30, 2008 we recorded charges of $25.0 million for acquired in-process research and development costs and expensed  $39.0 million in cost of sales related to an inventory purchase accounting acquisition adjustment.  There were no comparable charges for the three months ended September 30, 2008 or in fiscal 2007.  In addition, for the fiscal year ended June 30, 2008 and for the three months ended September 30, 2008, revenue was reduced for the impact of a deferred revenue purchase accounting acquisition adjustment by $2.5 million and $97,000, respectively.

38

 Sale Transaction Expenses.  In the fiscal years ended June 30, 2008 and 2007, we incurred Company Sale Transaction  and related expenses of $41.6 million (including $5.4 million reported in S,G&A), and $30.6 million, respectively, consisting primarily of merger related change of control, severance and other compensation payments, a lawsuit settlement charge, a merger termination fee and legal and other professional fees.

The following table sets forth our historical results of operations as a percentage of net sales for the periods indicated below:

Results of Operations

	Predecessor									Successor			Non-GAAP Combined Predecessor and Successor						Successor
	Years Ended June 30,						Period July 1, 2007 through August 14,			Period August 15, 2007 through June 30,			Year Ended June 30,			Three months ended September			Three months ended September
	2006			2007			2007			2008			2008			30, 2007			30, 2008
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		52.0			52.1			59.8			58.3			58.4			62.5			52.2
Gross profit		48.0			47.9			40.2			41.7			41.6			37.5			47.8
Operating expenses:
Selling, general and administrative costs		22.5			21.8			49.8			20.0			21.8			27.1			22.3
Research and development costs		13.2			12.9			31.9			11.6			12.8			16.2			12.1
Amortization of acquired intangibles		2.5			2.2			4.4			12.1			11.6			8.7			12.8
Acquired in process research and development costs		—			—			—			4.1			3.9			17.3			—
Company sale transaction expenses		—			5.2			9.7			5.4			5.6			24.2			—
Total operating expenses		38.2			42.1			95.8			53.2			55.7			93.5			47.2
		9.8			5.8			(55.6	)		(11.5	)		(14.1	)		(56.0	)		0.6
Other income (expense), net		0.2			(0.1	)		0.0			(11.6	)		(10.9	)		(8.1	)		(12.9	)
Income (loss) from continuing operations before income taxes		10.0			5.7			(55.6	)		(23.1	)		(25.0	)		(64.1	)		(12.3	)
Provision (benefit) for income taxes		3.8			4.2			(17.9	)		(6.5	)		(7.2	)		(18.5	)		(7.4	)
Income (loss) from continuing operations		6.2			1.5			(37.7	)		(16.6	)		(17.8	)		(45.6	)		(4.9	)
Discontinued operations		(1.0	)		(0.7	)		(6.6	)		(0.8	)		(1.1	)		(2.5	)		—
Cumulative effect of change in accounting principle		(0.2	)		—			—			—			—			—			—
Net income (loss)		5.0	%		0.8	%		(44.3	)%		(17.4	)%		(18.9	)%		(48.1	)%		(4.9	)%

Statements of Operations

Refer to Notes 1 and 3 to our annual consolidated financial statements as of June 30, 2008 for details concerning the Acquisition and the Transactions which occurred on August 15, 2007 and the basis upon which such consolidated financial statements are presented.  For comparative purposes in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we combined the Predecessor period from July 1, 2007 to August 14, 2007 with the Successor period from August 15, 2007 to June 30, 2008 to form the fiscal year ended June 30, 2008 and we combined the Predecessor period from July 1, 2007 to August 14, 2007 with the Successor period from August 15, 2007 to September 30, 2007 to form the three months ended September 30, 2007. This combination is not a GAAP presentation. However, we believe this presentation is useful as a comparison to the Predecessor fiscal year ended June 30, 2007 and the Successor three months ended September 30, 2008, respectively.

39

The following table sets forth our net sales and adjusted operating income by business segment and reconciles adjusted operating income to income (loss) from continuing operations before income taxes for the periods indicated.

	For the Fiscal Years Ended									Three Months Ended
	June 30, 2006			June 30, 2007			June 30, 2008			September 30, 2007			September 30, 2008
Net sales:
Microelectronic solutions ("AMS")	$	241,437		$	266,515		$	302,712		$	67,413		$	67,580
Test solutions ("ATS")		304,806			326,631			340,500			72,823			73,265
Net sales	$	546,243		$	593,146		$	643,212		$	140,236		$	140,845
Segment adjusted operating income:
- AMS	$	58,467		$	63,908		$	74,826		$	15,257		$	14,613
- ATS		34,771			38,582			46,634			2,986			9,630
General corporate expense		(15,279	)		(17,727	)		(10,523	)		(2,827	)		(2,696	)
Adjusted operating income		77,959			84,763			110,937			15,416			21,547
Amortization of acquired intangibles
- AMS		(2,134	)		(1,911	)		(44,364	)		(6,536	)		(10,677	)
- ATS		(11,644	)		(11,095	)		(30,404	)		(5,625	)		(7,291	)
Share based compensation
- AMS		(1,488	)		(965	)		(83	)		(83	)		-
- ATS		(1,731	)		(958	)		95			95			-
- Corporate		(3,433	)		(2,161	)		(3,349	)		(1,883	)		(489	)
Restructuring charges
- AMS		-			-			(414	)		-			-
- ATS		(3,214	)		(2,840	)		(10,359	)		(3,809	)		(402	)
One-time lease termination costs
- ATS		-			-			(576	)		(576	)		-
Merger related costs - Corporate		-			-			(5,411	)		(3,501	)		(634	)
Acquired in-process R&D costs
- AMS		-			-			(16,335	)		(15,700	)		-
- ATS		-			-			(8,640	)		(8,640	)		-
Current period impact of acquisition related adjustments:
Inventory - AMS		-			-			(23,874	)		(7,217	)		-
Inventory - ATS		(1,088	)		-			(15,151	)		(5,240	)		-
Depreciation - AMS		-			-			(1,025	)		(146	)		(286	)
Depreciation - ATS		-			-			(2,882	)		(412	)		(738	)
Depreciation - Corporate		-			-			(193	)		(27	)		(55	)
Deferred revenue - ATS		-			-			(2,510	)		(676	)		(97	)
Sale transaction expenses		-			(30,584	)		(36,210	)		(34,012	)		-
Operating income (loss) (GAAP)		53,227			34,249			(90,748	)		(78,572	)		878
Interest expense		(608	)		(672	)		(74,933	)		(11,411	)		(21,215	)
Other income (expense), net		1,669			152			4,911			39			3,086
Income (loss) from continuing operations before income taxes	$	54,288		$	33,729		$	(160,770	)	$	(89,944	)	$	(17,251	)

Management evaluates the operating results of the two segments based upon pre-tax operating income, before costs related to restructuring, lease termination charges, amortization of acquired intangibles, share-based compensation, acquired in-process research and development costs, Company Sale Transaction expenses, merger related expenses and the impact of any Acquisition related adjustments.

40

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Net Sales.  Net sales increased to $140.8 million for the three months ended September 30, 2008 from $140.2 million for the three months ended September 30, 2007.

Net sales in the microelectronic solutions (“AMS”) segment increased to $67.6 million for the three months ended September 30, 2008 from $67.4 million for the three months ended September 30, 2007 primarily due to increased sales volume of motion control and integrated circuits combined with additional sales from our acquisition of Gaisler in June 2008 ($1.4 million), offset by reductions in sales of microelectronics modules.  Net sales in the test solutions (“ATS”)segment increased to $73.3 million in 2008 from $72.8 million in 2007, partially due to increases in wireless and PXI sales, offset by reductions in sales of radio and synthetic test products.  The period ended September 30, 2008 was impacted by a purchase accounting adjustment to deferred revenue which reduced sales by $97,000; while the period ended September 30, 2007, was impacted by a purchase accounting adjustment to deferred revenue which reduced sales by $676,000.

Gross Profit.  Gross profit equals net sales less cost of sales. Cost of sales includes materials, direct labor, amortization of capitalized software development costs and overhead expenses such as engineering labor, fringe benefits, depreciation, allocable occupancy costs and manufacturing supplies.

On a consolidated basis, gross margin was 47.8% for the three months ended September 30, 2008 and 37.5% for the three months ended September 30, 2007.  In 2007, gross margin was adversely affected by purchase accounting adjustments aggregating $13.4 million which (i) increased cost of sales in the 2007 period for the increase in the recorded value of the Company’s Sale Transaction date inventories by $12.5 million to eliminate manufacturing profits inherent in the inventories at that date; (ii) increase depreciation expense by $271,000 due to acquisition date fair value adjustments and (iii) reduced sales for the quarter by $676,000 related to eliminating selling profits inherent in certain deferred revenues.  In 2008, gross margin was adversely affected by (i) increased depreciation expense of $516,000 related to fair value adjustments and (ii) eliminated selling profits inherent in certain deferred revenues which reduced sales for the quarter by $97,000.  Ignoring the purchase accounting adjustments, gross margin was 48.2% for the period ended September 30, 2008 and 46.8% for the period ended September 30, 2007.

Three Months
Ended
September 30,			% of					% of					% of
(In thousands)	AMS		sales			ATS		sales			Total		sales
2008	$	32,021		47.4	%	$	35,338		48.2	%	$	67,359		47.8	%
2007	$	25,815		38.3	%	$	26,800		36.8	%	$	52,615		37.5	%

Gross margins in the AMS segment were 47.4% in 2008 and 38.3% in 2007.  Gross profit in 2008 was negatively impacted by purchase accounting adjustments of $199,000 versus $7.3 million in 2007. Ignoring the purchase accounting adjustments, gross margins were 47.7% in 2008 and 49.1% in 2007.  The decrease in gross margins is principally attributable to lower sales of microelectronic modules and components, partially offset by a small increase in integrated circuit margins, which resulted from improved product mix.

Gross margins in the ATS segment were 48.2% in 2008 and 36.8% in 2007. Gross profit in 2008 was negatively impacted by purchase accounting adjustments of $413,000 versus $6.1 million in 2007. Ignoring the purchase accounting adjustments, gross margins were 48.7% in 2008 and 44.7% in 2007.  Gross margins increased principally due to increased sales and margins of our wireless products and increased margins in our synthetic test products due to product mix.

Selling, General and Administrative Costs.  Selling, general and administrative (“SG&A”) costs include office and management salaries, fringe benefits, commissions, insurance and professional fees, as well as, merger related expenses.  On a consolidated basis SG&A costs decreased 470 basis points as a percentage of sales from the quarter ended September 30, 2007 to the quarter ended September 30, 2008. Excluding merger related expenses ($634,000 in 2008 and $3.5 million in 2007), stock compensation costs ($489,000 in 2008 and $1.9 million in 2007), restructuring costs ($1.6 million in 2007) and a one-time lease termination cost ($575,000 in 2007) the decrease was 20 basis points as a percentage of sales.

41

Three Months
Ended
September 30,			% of					% of							% of
(In thousands)	AMS		sales			ATS		sales			Corporate		Total		sales
2008	$	10,362		15.3	%	$	17,248		23.5	%	$	3,874	$	31,484		22.4	%
2007	$	10,380		15.4	%	$	19,396		26.6	%	$	8,239	$	38,015		27.1	%

Selling, general and administrative costs remained relatively unchanged in the AMS segment.  Selling, general and administrative costs decreased $2.1 million, or 11%, in the ATS segment largely due to restructuring costs ($1.6 million) and one time lease termination fees ($575,000) incurred in 2007.

Corporate general and administrative expenses decreased $4.4 million primarily due to reductions in merger related expenses ($2.9 million) and stock-based compensation ($1.4 million).

Selling, general and administrative expenses decreased 10 basis points, as a percentage of sales, for AMS and decreased 310 basis points for ATS. Ignoring the restructuring costs in 2007 ($1.6 million) and one-time lease termination costs in 2007 ($575,000), the decrease for ATS was 10 basis points. Corporate general and administrative expenses decreased 310 basis points as a percentage of consolidated sales and excluding the merger related expenses and stock compensation costs, the decrease was 10 basis points.

Research and Development Costs. Research and development costs include materials, engineering labor and allocated overhead. On a consolidated basis, research and development expenses decreased 410 basis points as a percentage of sales.

Three Months
Ended
September 30,			% of					% of					% of
(In thousands)	AMS		sales			ATS		sales			Total		sales
2008	$	7,331		10.8	%	$	9,698		13.2	%	$	17,029		12.1	%
2007	$	7,626		11.3	%	$	15,032		20.6	%	$	22,658		16.2	%

                  AMS segment self-funded research and development costs decreased $295,000, or 4%, primarily due to a shift in resources to focus on manufacturing efforts for integrated circuit products.  As a percentage of sales, research and development costs decreased 50 basis points.

ATS segment self-funded research and development costs decreased $5.3 million, or 35%, primarily due to a reduction of $2.1 million in restructuring costs in the UK, combined with reductions related to the completion of the TM500c project and eHSPA product development costs in the wireless business.

Acquired In-Process Research and Development Costs.  During the quarter ended September 30, 2007 and in connection with the Company Sale Transaction we recorded and immediately expensed $24.3 million of acquired in-process research and development (“IPR&D”) costs ($15.7 million in the AMS segment and $8.6 million in the ATS segment).  There were no comparable costs in the current quarter.

Restructuring costs.  The ATS segment incurred restructuring costs of $402,000 in the three months ended September 30, 2008 ($306,000 in cost of sales, $32,000 in S,G&A and $64,000 in R&D) related to further consolidation and reorganization efforts in our UK operations.  In comparison, in the three months ended September 30, 2007 the Company incurred total restructuring costs of $3.8 million ($1.6 million in S,G&A and $2.2 million in R&D), which costs also relate to consolidation and reorganization efforts in our UK operations.

Amortization of Acquired Intangibles.  Amortization of acquired intangibles increased $5.8 million in 2008 due to the new basis of our intangible assets that was established in connection with the Company Sale Transaction on August 15, 2007. The AMS segment increased $4.1 million and the ATS segment increased $1.7 million.

Company Sale Transaction Expenses.  In the three months ended September 30, 2007, we incurred Company Sale Transaction expenses of $34.0 million, consisting primarily of merger related change of control, severance and other compensation payments, a break-up fee related lawsuit settlement charge and legal and other professional fees.  There were no comparable costs in the current quarter.

42

Other Income (Expense).  Interest expense was $21.2 million in the three months ended September 30, 2008 and $11.4 million in the three months ended September 30, 2007. The increase is due to the addition of $870 million of debt to finance the purchase of the Company on August 15, 2007.  Other income (expense) of $3.1 million for the three months ended September 30, 2008 consisted primarily of $2.3 million of foreign currency gains and $741,000 of interest income and other miscellaneous income, net. Other income (expense) of $39,000 for the three months ended September 30, 2007 consisted primarily of $517,000 of interest income, partially offset by $299,000 of other miscellaneous expenses and $179,000 of foreign currency losses.

Provision for Income Taxes.   The income tax benefit was $10.4 million for the three months ended September 30, 2008, an effective income tax rate of 60.0%.  We had an income tax benefit of $26.0 million, an effective income tax rate of 28.9% for the three months ended September 30, 2007. The effective income tax rate for the two periods differed from the amount computed by applying the U.S. Federal income tax rate to income before income taxes primarily due to foreign, state and local income taxes and, for 2008, the tax benefit was increased for the utilization of certain foreign net operating loss carry forwards and, for 2007, the tax benefit was decreased for the impact of certain Company Sale Transaction expenses that were not deductible for tax purposes, as well as nondeductible IPR&D.  We paid income taxes of $2.1 million in the three months ended September 30, 2008 and $814,000 in the three months ended September 30, 2007.

Income (loss) from Continuing Operations.  The loss from continuing operations was $6.9 million for the three months ended September 30, 2008 and $63.9 million for the three months ended September 30, 2007.  The loss from continuing operations for the three months ended September 30, 2008 was adversely affected by an increase in interest expense of $9.8 million and an increase in intangible amortization of $5.8 million.  The loss from continuing operations for the three months ended September 30, 2007 was adversely affected by $37.5 million of Company Sale Transaction and related expenses (including $3.5 million reported in S,G&A), restructuring charges of $3.8 million, purchase accounting adjustments to inventory, depreciation and deferred revenue totaling $13.7 million and an IPR&D charge of $24.3 million.

Fiscal Year Ended June 30, 2008 Compared to Fiscal Year Ended June 30, 2007

Net Sales.  Net sales increased 8% to $643.2 million in fiscal 2008 from $593.1 million in fiscal 2007.

Net sales in the AMS segment increased 14% to $302.7 million in fiscal 2008 from $266.5 million in fiscal 2007 primarily due to sales from our acquisition of MicroMetrics in April 2007 ($9.8 million), and increased sales volume of components (primarily increased demand for customer voice over IP products and isolators), integrated products and motion control products, partially offset by reductions in sales of cellular communications products.  Net sales in the ATS segment increased 4% to $340.5 million in fiscal 2008, which includes a reduction of $2.5 million for the current period impact of purchase accounting adjustments to deferred revenue, from $326.6 million in fiscal 2007 primarily due to an increase in PXI sales, partially offset by reduced sales in wireless due to market saturation of certain products and the anticipation of emerging new technologies.

Gross Profit.  Gross profit equals net sales less cost of sales. Cost of sales includes materials, direct labor, amortization of capitalized software development costs and overhead expenses such as engineering labor, fringe benefits, depreciation, allocable occupancy costs and manufacturing supplies.

On a consolidated basis, gross margin was 41.6% in fiscal 2008 and 47.9% in fiscal 2007. The reduction in gross margin resulted from the impact of purchase accounting adjustments aggregating $43.4 million in 2008 which (i) increased the value of the Company’s Sale Transaction date inventories by $39.0 million to eliminate manufacturing profits inherent in the inventories at that date; (ii) record Acquisition related depreciation of $1.9 million; and (iii) reduced sales by $2.5 million to eliminate selling profits inherent in certain deferred revenues. Ignoring the purchase accounting adjustments, gross margin in fiscal 2008 was 48.1%. The purchase accounting adjustments related to depreciation and deferred revenues will impact gross margins through 2038 and 2014, respectively. However, the effect of the purchase accounting adjustments to inventory has been fully recognized at June 30, 2008 and, therefore, future gross margins are expected to return to pre-Company Sale Transaction levels.

43

Fiscal Year Ended June 30,	AMS		% of Net Sales			ATS		% of Net Sales			Total		% of Net Sales
	(In thousands, except percentages)
2008	$	122,808		40.6	%	$	144,590		42.5	%	$	267,398		41.6	%
2007	$	133,863		50.2	%	$	150,314		46.0	%	$	284,177		47.9	%

Gross profit in the AMS segment decreased $11.1 million, or 8%, as the additional gross profit generated by the MicroMetrics acquisition ($3.4 million) and increased sales volumes related to components (largely voice over IP equipment and isolators), integrated products and motion control products were more than offset by the effect of purchase accounting adjustments to inventory ($23.9 million) and depreciation ($708,000). The aforementioned increase in sales had a favorable impact to gross profit; however a change in sales mix combined with the impact of the purchase accounting adjustments to inventory and depreciation reduced gross margins to 40.6% in fiscal 2008 from 50.2% in fiscal 2007. Ignoring the purchase accounting adjustments, the gross margin in fiscal 2008 was 48.7%.

Gross profit in the ATS segment decreased $5.7 million, or 4%, as the additional gross profit generated by higher sales volumes was more than offset by the effect of purchase accounting adjustments that aggregated $18.9 million. The ATS sales increase and a change in sales mix had a favorable impact to gross profit; however, the unfavorable impacts of purchase accounting adjustments to inventory ($15.2 million), depreciation ($1.2 million) and deferred revenue ($2.5 million) reduced gross margins to 42.5% in fiscal 2008 from 46.0% in fiscal 2007. Ignoring the purchase accounting adjustments, the gross margin in fiscal 2008 was 47.6%.

Selling, General and Administrative Costs.  Selling, general and administrative costs include office and management salaries, fringe benefits, commissions, insurance and professional fees. On a consolidated basis, these costs decreased 10 basis points as a percentage of sales. Excluding merger related expenses included in selling, general and administrative costs, the decrease was 40 basis points as a percentage of sales.

Fiscal Year Ended June 30,	AMS		% of Net Sales			ATS		% of Net Sales			Corporate		Total		% of Net Sales
	(In thousands, except percentages)
2008	$	42,513		14.0	%	$	78,128		22.9	%	$	19,476	$	140,117		21.8	%
2007	$	42,447		15.9	%	$	67,286		20.6	%	$	19,888	$	129,621		21.9	%

Selling, general and administrative costs remained relatively unchanged in the AMS segment, as an increase due to the acquisition of MicroMetrics ($2.1 million), was offset by lower employee related expenses in other parts of the AMS segment. Selling, general and administrative costs increased $10.8 million, or 16%, in the ATS segment primarily as a result of increases in sales and marketing costs associated with the sales organization structure in the Asia Pacific region combined with an initiative to further develop revenue opportunities for certain radio test set products and a $3.4 million increase in restructuring costs in the U.K.

Corporate general and administrative expenses decreased $413,000 due primarily to lower employee related expenses and professional fees of nearly $5.8 million, partially offset by an increase due to Company Sale Transaction related expenses of $5.4 million, of which $2.1 million is for advisory fees to the Sponsors that will continue to be paid until at least 2013.

Selling, general and administrative expenses decreased 190 basis points, as a percentage of sales, for AMS and due largely to increased restructuring costs, increased 230 basis points for ATS. Corporate general and administrative expenses decreased 30 basis points as a percentage of consolidated sales and excluding the merger related expenses, the decrease was 117 basis points.

Research and Development Costs.  Research and development costs include materials, engineering labor and allocated overhead. On a consolidated basis, research and development expenses remained relatively unchanged as a percentage of sales.

Fiscal Year Ended June 30,	AMS		% of Net Sales			ATS		% of Net Sales			Total		% of Net Sales
	(In thousands, except percentages)
2008	$	30,865		10.2	%	$	51,211		15.0	%	$	82,076		12.8	%
2007	$	28,473		10.7	%	$	48,244		14.8	%	$	76,717		12.9	%

AMS segment self-funded research and development costs increased $2.4 million, or 8%, primarily due to development of new technologies for integrated circuit products and for standard product development in microelectronics. As a percentage of sales, research and development costs decreased 50 basis points.

44

ATS segment self-funded research and development costs increased $3.0 million, or 6%, primarily due to restructuring costs related to further consolidation and reorganization efforts in the UK, combined with increases in wireless eHSPA new product development costs and radio test product development and design.

Acquired In-Process Research and Development Costs.  In connection with the Company Sale Transaction we recorded and immediately expensed $24.3 million of acquired in-process research and development (“IPR&D”) costs in fiscal 2008 ($15.7 million in the AMS segment and $8.6 million in the ATS segment). Also in fiscal 2008, in connection with the acquisition of Gaisler Research, AB, we allocated $635,000 of the purchase price to IPR&D. There were no comparable costs in fiscal 2007.

Restructuring costs.  The AMS segment incurred restructuring costs of $414,000 in fiscal 2008 ($107,000 in cost of sales, $272,000 in S,G&A and $35,000 in R&D) related to severance for personnel reductions within its IP products division. Restructuring costs in ATS of $10.4 million ($880,000 in cost of sales, $3.5 million in S,G&A and $6.0 million in R&D) relate to further consolidation and reorganization efforts in our UK operations. In comparison, in fiscal 2007 we incurred total restructuring costs of $2.8 million, all of which was reported in the ATS segment as R&D expense.

Amortization of Acquired Intangibles.  Amortization of acquired intangibles increased $61.8 million in fiscal 2008 due to the new basis of our intangible assets that was established in connection with the Company Sale Transaction. The AMS segment increased $42.5 million and the ATS segment increased $19.3 million.

Sale Transaction Expenses.  In fiscal 2008 and 2007, we incurred Company Sale Transaction expenses of $36.2 million and $30.6 million, respectively, consisting primarily of merger related change of control, severance and other compensation payments, a break-up fee and its related lawsuit settlement charge and legal and other professional fees.

Other Income (Expense).  Interest expense was $74.9 million in fiscal 2008 and $672,000 in fiscal 2007. The increase is due to the addition of $870 million of debt to finance the sale of the Company.  Other income (expense) of $4.9 million in fiscal 2008 consisted primarily of $2.5 million of foreign currency gains and $2.4 million of interest income and other miscellaneous income, net. Other income (expense) of $152,000 in fiscal 2007 consisted primarily of $876,000 of interest income and $576,000 of other miscellaneous income, net, partially offset by $1.3 million of foreign currency losses.

Provision for Income Taxes. The income tax benefit was $45.8 million, an effective income tax rate of 28.5%, in fiscal 2008.  In fiscal 2007 we had income tax expense of $24.9 million, an effective income tax rate of 73.9%. The effective income tax rate for the two periods differed from the amount computed by applying the U.S. Federal income tax rate to income before income taxes primarily due to foreign, state and local income taxes and the impact of certain Company Sale Transaction expenses that were not deductible for tax purposes in fiscal 2008 and 2007, as well as nondeductible IPR&D in fiscal 2008. We paid income taxes of $8.0 million in fiscal 2008 and $28.8 million in fiscal 2007. In May 2008, we received a federal income tax refund of $27.1 million related to the carryback of tax losses for the period July 1, 2007 to August 14, 2007, to fiscal years 2006 and 2007.

Income (loss) from Continuing Operations.  The loss from continuing operations in fiscal 2008 was $115.0 million versus income of $8.8 million in fiscal 2007. Income (loss) from continuing operations in fiscal 2008 was adversely affected by the following pre-tax items: $41.6 million of Company Sale Transaction and related expenses (including $5.4 million reported in SG&A), an increase in interest expense of $74.3 million, an increase in restructuring charges of $7.9 million, the current period impact of purchase accounting adjustments to inventory, depreciation and deferred revenue totaling $45.6 million, an IPR&D charge of $25.0 million, and an increase in intangible asset amortization of $61.8 million. Income (loss) from continuing operations in fiscal 2007 was adversely affected by $30.6 million of Company Sale Transaction expenses.

Fiscal Year Ended June 30, 2007 Compared to Fiscal Year Ended June 30, 2006

Net Sales.  Net sales increased 9% to $593.1 million in fiscal 2007 from $546.2 million in fiscal 2006. On a consolidated basis, organic growth (defined as net sales for business units in operation throughout fiscal 2007 and fiscal 2006) was 8%.

Net sales in the AMS segment increased 10% to $266.5 million in fiscal 2007 from $241.4 million in fiscal 2006 due to increased sales volume of components, integrated circuits and microelectronic modules. Organic growth in AMS was 9% with the balance due to the addition of sales from our fourth quarter of fiscal 2007 acquisition of MicroMetrics. Net sales in the ATS segment increased 7% to $326.6 million in fiscal 2007 from $304.8 million in fiscal 2006 due to increased volume in radio test.

45

Gross Profit.  On a consolidated basis, gross profit was 47.9% in fiscal 2007 and 48.0% in fiscal 2006.

Fiscal Year Ended June 30,	AMS		% of Net Sales			ATS		% of Net Sales			Total		% of Net Sales
	(In thousands, except percentages)
2007	$	133,863		50.2	%	$	150,314		46.0	%	$	284,177		47.9	%
2006	$	120,492		49.9	%	$	141,439		46.4	%	$	261,931		48.0	%

Gross profit increased $13.4 million, or 11%, and gross margin increased 30 basis points to 50.2% in the AMS segment primarily as a result of the aforementioned increased sales volume and increased margins in our components and microelectronic modules. Gross profit increased $8.9 million, or 6%, in the ATS segment primarily as a result of the increased sales volume in radio test.

Selling, General and Administrative Costs.  On a consolidated basis, these costs decreased 60 basis points as a percentage of sales.

Fiscal Year Ended June 30,	AMS		% of Net Sales			ATS		% of Net Sales			Corporate		Total		% of Net Sales
	(In thousands, except percentages)
2007	$	42,447		15.9	%	$	67,286		20.6	%	$	19,888	$	129,621		21.9	%
2006	$	38,540		16.0	%	$	65,619		21.5	%	$	18,712	$	122,871		22.5	%

Selling, general and administrative costs increased $3.9 million, or 10%, in the AMS segment due primarily to a general increase in expenses related to the increase in sales as well as additional expense for MicroMetrics ($646,000), which was acquired during the fourth quarter of fiscal 2007. As a percentage of sales, AMS selling, general and administrative costs decreased 10 basis points. Selling, general and administrative costs increased $1.7 million, or 3%, in the ATS segment primarily as a result of a general increase in expense related to the increase in sales. The ATS segment benefited from restructuring efforts in the U.K. in fiscal 2006. As a percentage of sales, ATS selling, general and administrative costs decreased 90 basis points. Corporate selling, general and administrative expenses increased $1.2 million due primarily to increases in compensation related expenses partially offset by reduced professional fees and share based compensation.

In fiscal 2006, we initiated steps to consolidate three of our United Kingdom operations into one division in our ATS segment. Pursuant to the plan, our manufacturing operations were moved into one facility and we created a shared-services environment for all finance and administrative functions. In connection with this plan, approximately 40 employees were terminated and certain contract positions were eliminated. In fiscal 2006, we recorded charges of $3.2 million primarily for workforce reductions in all departments. During fiscal 2007, we recorded an additional charge of $100,000 for these workforce reductions. The workforce restructuring charges were allocated solely to general and administrative costs.

Research and Development Costs.  On a consolidated basis, research and development expenses decreased 30 basis points as a percentage of sales.

Fiscal Year Ended June 30,	AMS		% of Net Sales			ATS		% of Net Sales			Total		% of Net Sales
	(In thousands, except percentages)
2007	$	28,473		10.7	%	$	48,244		14.8	%	$	76,717		12.9	%
2006	$	24,974		10.3	%	$	47,081		15.4	%	$	72,055		13.2	%

Self-funded research and development costs increased $3.5 million, or 14%, in the AMS segment primarily due to the increased development of microelectronic modules and integrated circuits. Research and development costs increased $1.2 million, or 2%, in the ATS segment primarily as a result of restructuring charges of $2.8 million in our Wireless division, partially offset by a general reduction in spending for research and development.

In fiscal 2007, we initiated and completed restructuring activity in our wireless business in the United Kingdom. Pursuant to the plan, 23 employees were terminated, resulting in $1.4 million of severance costs, and certain contract positions were eliminated. We also abandoned a leased facility and recorded a fixed asset impairment charge, which in the aggregate amounted to $1.3 million.

Amortization of Acquired Intangibles.  Amortization decreased $772,000, or 6%, to $13.0 million, as a result of certain intangible assets becoming fully amortized.

46

Company Sale Transaction Expenses.  On March 2, 2007, we entered into an agreement and plan of merger (the “terminated merger agreement”) to be acquired by investment entities affiliated with General Atlantic LLC (“General Atlantic”) and Francisco Partners II, L.P. (“Francisco Partners”). The terminated merger agreement contained a provision which stated that in the event we accepted a superior proposal, a breakup fee would be payable by us. On May 25, 2007, we entered into the merger agreement with the parent. The Acquisition was consummated on August 15, 2007.  In fiscal 2007 we incurred $30.6 million of Company Sale Transaction expenses, including $22.5 million for the breakup fee.

Other Income (Expense).  Interest expense was $672,000 in fiscal 2007 and $608,000 in fiscal 2006. Other income of $152,000 in fiscal 2007 consisted primarily of $876,000 of interest income and $567,000 other miscellaneous income, partially offset by $1.3 million of foreign currency losses. Other income of $1.7 million in fiscal 2006 consisted primarily of $1.1 million of interest income. The decline in interest income was due to the lower balances in cash, cash equivalents and marketable securities primarily due to $17.2 million of stock repurchases and $9.2 million paid for the settlement of the earnout in connection with our acquisition of Racal Instruments Wireless Solutions Group (“RIWS”).

In connection with the Acquisition and the terminated merger agreement, through June 30, 2007 we incurred sale transaction expenses of $30.6 million, including a breakup fee of $22.5 million in the aggregate to General Atlantic and Francisco Partners, which we expensed as incurred in the fiscal 2007 consolidated statement of earnings. The remainder of such expenses primarily consisted of legal and other professional fees.

Provision for Income Taxes.  The income tax provision was $24.9 million (an effective income tax rate of 73.9%) in fiscal 2007 and $20.5 million (an effective income tax rate of 37.8%) in fiscal 2006. The effective income tax rate for the two periods differed from the amount computed by applying the U.S. Federal income tax rate to income before income taxes primarily due to foreign, state and local income taxes and, for the year ended June 30, 2007, the impact of $30.6 million of Company Sale Transaction expenses, which were not deductible for tax purposes. We paid $28.8 million during fiscal 2007 and $25.7 million during fiscal 2006 for income taxes.

Income from Continuing Operations.  Income from continuing operations for fiscal 2007 was $8.8 million, versus $33.7 million in fiscal 2006. Fiscal 2007 income from continuing operations was adversely affected by $30.6 million of non-tax deductible merger related expenses.

Cumulative Effect of Change in Accounting Principle.  We adopted FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47) in the fourth quarter of fiscal 2006. The adoption of FIN 47 resulted in the recognition of a fixed asset and asset retirement obligation liability for certain leased premises of $2.4 million each, accumulated depreciation of $1.6 million and an after tax charge of $1.1 million, which is reflected as a cumulative change in accounting principle in our fiscal 2006 consolidated statement of earnings.

Liquidity and Capital Resources

As of  September 30, 2008, we had $73.1 million of cash and cash equivalents, $216.2 million in working capital and our current ratio was 2.5 to 1.  As of June 30, 2008, we had $54.1 million of cash and cash equivalents, $220.9 million in working capital and our current ratio was 2.4 to 1.

At September 30, 2008, our marketable securities consisted primarily of $19.9 million of auction rate securities. Auction rate securities represent long-term (generally maturities of ten years to thirty-five years from the date of issuance) variable rate bonds tied to short-term interest rates that are reset through an auction process, which occurs every seven to thirty-five days, and are classified as available for sale securities. All but one (with the one security having a carrying value of $1.9 million and a AA rating) of our auction rate securities retain a triple-A rating by at least one nationally recognized statistical rating organization. In addition, certain of our auction rate securities are backed by student loans whose principal and interest are federally guaranteed by the Family Federal Education Loan Program.  We have redeemed $26.5 million of auction rate securities at par since February 8, 2008.

Given the high credit quality of our auction rate securities and our intent and ability to hold these securities until liquidity returns to the market or maturity, if necessary, we believe we will recover the full principal amount in the future. However, at September 30, 2008, we concluded that the fair value of our auction rate securities was $18.7 million. Since many auctions are failing and given that there is currently no active secondary market for our investment in auction rate securities, the determination of fair value was based on the following:

· continuing illiquidity;

· lack of action by the issuers to establish different forms of financing to replace or redeem these securities; and

47

· the credit quality of the underlying securities.

Should credit market disruptions continue or increase in magnitude, we may be required to record a further impairment on our investments or consider that an ultimate liquidity event may take longer than currently anticipated.

Auction rate securities are classified as non-current assets in the accompanying September 30, 2008 and June 30, 2008 consolidated balance sheets.

Our principal liquidity requirements are to service our debt and interest and meet our working capital and capital expenditure needs. As of September 30, 2008, we had $881.4 million of debt outstanding (of which $875.8 million is long-term), including approximately $519.8 million under our senior secured credit facility, $225.0 million unsecured debt under our unsecured senior credit facility and $135.2 million under our senior subordinated unsecured credit facility, including paid-in-kind interest. Additionally, at September 30, 2008 we were able to borrow an additional $50.0 million under the revolving portion of our senior secured credit facility.

The following is a summary of required principal repayments of long-term debt for the next five years and thereafter as of September 30, 2008:

Twelvemonthsended September30,	(Inthousands)
2009	$	5,570
2010		5,590
2011		5,610
2012		5,635
2013		5,250
Thereafter		853,728
Total	$	881,383

As of September 30, 3008, we are in compliance with all of the covenants contained in our loan agreements. Certain loan covenants are based on Adjusted EBITDA. Adjusted EBITDA is defined as EBITDA adjusted to add back certain non-cash, non-recurring and other items, as required by various covenants in our debt agreements.  Our use of the term Adjusted EBITDA may vary from others in our industry.  Adjusted EBITDA is not a measure of operating income (loss), performance or liquidity under U.S. GAAP and is subject to important limitations.  For additional information regarding our use of Adjusted EBITDA and limitations on its usefulness as an analytical tool, see “Use of Non-GAAP Measures.”  A reconciliation of income (loss) from continuing operations, which is a U.S. GAAP measure of our operating results, to Adjusted EBITDA, as defined in our debt agreements, is as follows:

	Year Ended			Three Months Ended			Three Months Ended
	June 30, 2008			September 30, 2007			September 30, 2008
	Combined Predecessor and
	Successor Entities						Successor Entity
	(In thousands)
Income (loss) from continuing operations	$	(115,012	)	$	(63,944	)	$	(6,897	)
Interest expense		74,933			11,411			21,215
Provision (benefit) for income taxes		(45,758	)		(26,000	)		(10,354	)
Depreciation and amortization		96,694			16,964			23,497
EBITDA (unaudited)		10,857			(61,569	)		27,461
Impact of non-cash purchase accounting adjustments for inventory		39,025			12,457			-
Non-cash purchase accounting adjustments for in-process research and development		24,975			24,340			-
Impact of other non-cash purchase accounting adjustments		2,510			676			97
Company sale transaction expenses and merger related expenses		41,621			37,513			634
Restructuring costs (a)		10,773			3,809			402
Share based compensation (b)		3,337			1,871			489
Other defined items (c)		1,979			-			-
Adjusted EBITDA (unaudited)	$	135,077		$	19,097		$	29,083

(a)          Primarily reflects costs associated with the reorganization of our U.K. operations.

(b)          Reflects non-cash share-based employee compensation expense under the provisions of SFAS 123(R), Share-Based Payments

(c)          Reflects other adjustments required in calculating our debt covenant compliance.

48

We expect that cash generated from operating activities and availability under the revolving portion of the senior secured credit facility will be our principal sources of liquidity. Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, including those resulting from the current global recession and continued credit tightening, financial, competitive and other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from operations and available borrowings under our senior secured credit facility will be adequate to meet our liquidity needs for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations, or those future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to repay our indebtedness or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before the maturity thereof. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Cash Flows

             For the three months ended September 30, 2008, our cash flow provided by continuing operations was $28.5 million.  Our investing activities from continuing operations used cash of $3.3 million, primarily for $3.3 million of capital expenditures. Our financing activities used cash of $1.8 million, primarily to repay indebtedness ($1.3 million).

For fiscal 2008, our cash flow from continuing operations was $26.0 million. Our investing activities from continuing operations used cash of $1.2 billion, primarily for payments of $1.1 billion to predecessor shareholders and option holders, $14.3 million of capital expenditures, purchase of business (net of cash acquired) of $11.1 million and the purchase (net of sales) of marketable securities of $10.5 million. Our financing activities provided cash of $1.2 billion, primarily from borrowings under our credit facilities of $870.0 million on August 15, 2007 and proceeds from the issuance of common stock of $378.4 million, also on August 15, 2007.

In fiscal 2007, our cash flow from continuing operations provided $22.5 million, primarily from our continued profitability offset by increases in accounts receivable ($19.9 million) and inventory ($7.9 million) due to increased sales. In fiscal 2007, our investing activities from continuing operations used cash of $19.0 million, principally for the purchase of MicroMetrics ($10.7 million), the contingent payment in the final determination of the RIWS acquisition amount ($9.2 million), capital expenditures ($18.4 million), partially offset by the proceeds from the sale of marketable securities, net of purchases ($18.8 million). In fiscal 2007, our financing activities from continuing operations used $793,000, principally due to the purchase of treasury stock ($17.2 million), partially offset by the proceeds from the exercise of stock options ($14.2 million).

In fiscal 2006, our cash flow from continuing operations provided $41.3 million, primarily from our continued profitability offset by increases in accounts receivable ($23.9 million) and inventory ($9.0 million) due to increased sales. In fiscal 2006, our investing activities from continuing operations used cash of $42.4 million, principally for net purchases of marketable securities ($28.3 million) and capital expenditures ($15.4 million).  In fiscal 2006, our financing activities provided $3.7 million, principally from the proceeds from the exercise of stock options.

Capital Expenditures

Capital expenditures were $3.3 million for the three months ended September 30, 2008.  Capital expenditures were $14.3 million, $18.4 million and $15.4 million in fiscal 2008, fiscal 2007 and fiscal 2006, respectively.  Our capital expenditures primarily consist of equipment replacements.

Contractual Obligations

The following table summarizes our obligations and commitments to make future payments under debt, and other obligations as of September 30, 2008, assuming the issuance of the Notes as of September 30, 2008:

49

Payments Due By Period (1)

	(In millions)
			Less Than						After
	Total		1 Year		1 - 3 Years		4 - 5 Years		5 Years
Senior secured credit facility	$	519.8	$	5.3	$	10.5	$	10.5	$	493.5
Senior subordinated unsecured credit facility		225.0		-		-		-		225.0
Subordinated unsecured credit facility		135.2		-		-		-		135.2
Other long-term debt		1.4		0.3		0.7		0.4		-
Operating leases (2)		13.5		4.3		6.4		2.6		0.2
Employment agreements		7.6		3.1		3.4		1.1		-
Advisory fee (3)		11.5		2.2		4.4		4.4		0.5
Total	$	914.0	$	15.2	$	25.4	$	19.0	$	854.4

(1) Amounts do not include interest payments.

(2)  The Company does not expect any future minimum sub-lease rentals associated with operating lease commitments shown in the above table.

(3)  The annual advisory fee is payable to our Sponsors throughout the term of an advisory agreement, which has an initial term expiring on December 31, 2013 and is automatically renewable for additional one year terms thereafter unless terminated. For purposes of this table we have assumed that such agreement terminates December 31, 2013. The annual fee will be the greater of $2.2 million or 1.8% of adjusted EBITDA for the prior fiscal year, as defined in the agreement.

In the normal course of business, we routinely enter into binding and non-binding purchase obligations primarily covering anticipated purchases of inventory and equipment. None of these obligations are individually significant. We do not expect that these commitments, as of September 30, 2008, will have a material adverse affect on our liquidity.

Qualitative and Quantitative Information About Market Risk

Interest Rate Risk.  We are subject to interest rate risk in connection with borrowings under our senior secured credit facility.  Although we currently have interest rate swap agreements hedging portions of this debt, these will expire before the borrowings are fully repaid. As of September 30, 2008, we have $519.8 million outstanding under the term-loan portion of our senior secured credit facility, some of which is subject to variable interest rates. Each change of 0.125% in interest rates would result in a $40,000 change in our annual interest expense on the un-hedged portion of the term-loan borrowings and a $63,000 change in our annual interest expense on the revolving loan borrowings, assuming the entire $50.0 million was outstanding.  Any debt we incur in the future may also bear interest at floating rates.

Foreign Currency Risk.  Foreign currency contracts are used to protect us from exchange rate fluctuation from the time customers are invoiced in local currency until such currency is exchanged for U.S. dollars. We periodically enter into foreign currency contracts, which are not designated as hedges, and the change in the fair value is included in income currently within other income (expense). As of September 30, 2008, we had $2.4 million of notional value foreign currency forward contracts maturing through December 2008. As of June 30, 2008, we had $2.8 million of notional value foreign currency forward contracts maturing through September 2008. Notional amounts do not quantify risk or represent assets or liabilities of the Company, but are used in the calculation of cash settlements under the contracts. The fair value of these contracts at September 30, 2008 and June 30, 2008 was immaterial.  If foreign currency exchange rates (primarily the British pound and the Euro) change by 10% from the levels at September 30, 2008, the effect on our comprehensive income would be approximately $20.7 million.

Inflation Risk.  Inflation has not had a material impact on our results of operations or financial condition during the preceding three years.

50

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have material current or future effect upon our financial condition or results of operations.

Seasonality

Historically our net sales and earnings increase sequentially from quarter to quarter within a fiscal year, but the first quarter is typically less than the previous year’s fourth quarter.

Accounting Policies Involving Significant Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the revenues and expenses during the period reported. The following accounting policies require us to make estimates and assumptions based on the circumstances, information available and our experience and judgment. These estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. If actual results differ significantly from our estimates, our financial statements could be materially impacted.

Revenues and Cost Recognition.  We recognize revenue when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, and collectibility of the resulting receivable is reasonably assured.

For arrangements other than certain long-term contracts, revenue (including shipping and handling fees) is recognized when products are shipped and title has passed to the customer. If title does not pass until the product reaches the customer’s delivery site, recognition of the revenue is deferred until that time. Certain of our sales are to distributors which have a right to return some portion of product within up to eighteen months of sale. We recognize revenue on these sales at the time of shipment to the distributor as the returns under these arrangements have been insignificant and can be reasonably estimated. A provision for such estimated returns is recorded at the time sales are recognized.

Long-term contracts are accounted for in accordance with SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.”  We determine estimated contract profit rates and use the percentage-of-completion method to recognize revenues and associated costs as work progresses on certain long-term contracts. We measure the extent of progress toward completion generally based upon one of the following methods (based upon an assessment of which method most closely aligns to the underlying earnings process), (i) the units-of-delivery method, (ii) the cost-to-cost method, using the ratio of contract costs incurred as a percentage of total estimated costs at contract completion (based upon engineering and production estimates), or (iii) the achievement of contractual milestones. Provisions for anticipated losses or revisions in estimated profits on contracts-in-process are recorded in the period in which such anticipated losses or revisions become evident.

Revenue from sales of products where software is other than incidental to their performance, including related software support and maintenance contracts is recognized in accordance with SOP-97-2, “Software Revenue Recognition.” Accordingly, revenue for software is recognized when the software is delivered, provided the requisite criteria for revenue recognition are met.

When a customer purchases software together with post contract support, we allocate a portion of the fee to the post contract support for its fair value based on the contractual renewal rate or the amount the support is sold for on a standalone basis. Post contract support fees are deferred in Advance Payments by Customers and Deferred Revenue and recognized as revenue ratably over the term of the related contract.

Inventories.  Inventories are valued at the lower of cost (first-in, first-out) or market.  Inventory levels are maintained in relation to expected sales volumes. We periodically evaluate the net realizable value of our inventory. Numerous analyses are applied including lower of cost or market analysis, forecasted sales requirements and forecasted warranty requirements. After taking these and other factors into consideration, such as technological changes, age and physical condition, appropriate adjustments are recorded to the inventory balance. If actual conditions differ from our expectation, then inventory balances may be over or under valued, which could have a material effect on our results of operations and financial condition.

51

Purchase Accounting and Recoverability of Long-Lived and Intangible Assets.  Determining the fair value of certain assets and liabilities acquired in a business combination is judgmental in nature and often involves the use of significant estimates and assumptions. There are various methods used to estimate the value of tangible and intangible assets acquired, such as discounted cash flow and market multiple approaches. Some of the more significant estimates and assumptions inherent in the two approaches include: projected future cash flows (including timing); discount rate reflecting the risk inherent in the future cash flows; perpetual growth rate; determination of appropriate market comparables; and the determination of whether a premium or a discount should be applied to comparables. There are also judgments made to determine the expected useful lives assigned to each class of assets and liabilities acquired. Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. We perform an assessment of whether there is an indication that goodwill is impaired on an annual basis unless events or circumstances warrant a more frequent assessment. The impairment assessment involves, among other things, an estimation of the fair value of each of our reporting units. This estimate is made by an independent evaluation expert using both a market value approach and an income based approach. Such estimates are inherently subjective, and subject to change in future periods.

In response to changes in industry and market conditions, we could be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in the impairment of goodwill and other long lived assets, as well as a reduction in the useful lives of such depreciable or amortizable long lived assets. Impairment charges and the reduction in useful lives could have a material impact on our results of operations and financial condition.

Property, plant and equipment are stated at cost less accumulated depreciation computed on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the life of the lease or the estimated life of the asset, whichever is shorter. Changes in circumstances such as technological advances or changes to our business model can result in the actual useful lives differing from our estimates. To the extent the estimated useful lives are incorrect, the value of these assets may be over or under stated, which in turn could have a material effect on our results of operations and financial condition.

Long-lived assets other than goodwill are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of any such asset may be impaired. We evaluate the recoverability of such assets by estimating future cash flows. If the sum of the undiscounted cash flows expected to result from the use of the assets and their eventual disposition is less than the carrying amount of the assets, we will recognize an impairment loss to the extent of the excess of the carrying amount of the assets over the discounted cash flow.

If our actual results are not as favorable as the forecasted results used in our impairment reviews of goodwill and other long-lived assets, impairment charges may be necessary which could have a material effect on our results of operations and financial condition.

Restructuring Charges.  When we incur a liability related to a restructuring charge, we estimate and record all appropriate expenses. These expenses include severance, retention bonuses, fringe benefits, asset impairment, buyout of leases and inventory write-downs. To the extent that our estimates differ from actual expenses, there could be significant additional expenses or reversals of previously recorded charges in the future.

Income Taxes.  Significant judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expense that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. No assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net earnings in the period in which such determination is made.

We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, there is no assurance that sufficient taxable income will be generated in future years or that tax strategies will continue to be prudent. Accordingly, the valuation allowance might need to be increased to cover additional deferred tax assets that may not be realizable. Any increase in the valuation allowance could have a material adverse impact on our income tax provision and net earnings in the period in which such determination is made.

52

Share-Based Compensation.  With the adoption of Statement of Financial Accounting Standard (“SFAS”) No. 123(R) on July 1, 2005, we are required to record the fair value of share based compensation awards as an expense. In order to determine the fair value of stock options on the date of grant, the Company utilizes the Black-Scholes option-pricing model. Inherent in this model are assumptions related to expected stock price volatility, option life, risk-free interest rate and dividend yield. Expected volatilities are based on historical volatility of our shares using daily price observations over a period consistent with the expected life. We used the safe harbor guidance in Staff Accounting Bulletin (“SAB”) 107 to estimate the expected life of options granted during fiscal 2007 and 2006. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods similar to the expected life. While the risk-free interest rate and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock price volatility and option life assumptions require a greater level of judgment which makes them critical accounting estimates.

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 157, “Fair Value Measurements,” to clarify the definition of fair value, establish a framework for measuring fair value and expand the disclosures on fair value measurements.  SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  SFAS 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13.”  This FSP amends SFAS 157 to exclude certain leasing transactions accounted for under previously existing accounting guidance.  However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination, regardless of whether those assets and liabilities are related to leases.

In February 2008, the FASB issued FSP No. FAS 157-2, “Effective Date for FASB Statement No. 157.”  This FSP permits the delayed application of SFAS 157 for nonfinancial assets and nonfinancial liabilities, as defined in this FSP, except for those that are recognized or disclosed at fair value in the financial statements at least annually, until the beginning of our fiscal 2010.  As of July 1, 2008, we adopted SFAS 157 (see Note 8), with the exception of its application to nonfinancial assets and nonfinancial liabilities, which we will defer in accordance with FSP No. FAS 157-2.  We are currently evaluating the impact on our consolidated financial statements of adopting SFAS 157 at the beginning of fiscal 2010 for such nonfinancial assets and nonfinancial liabilities.

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active.  The FSP is effective upon issuance, including prior periods for which financial statements have not been issued.  Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate following the guidance in SFAS 154, “Accounting Changes and Error Corrections.”  However, the disclosure provisions in SFAS 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation technique or its application.  We adopted SFAS 157 beginning in our fiscal 2009 first quarter.  We used these key considerations in evaluating the fair value measurements of our financial assets and recorded a $1.2 million valuation allowance against  our auction rate securities. 

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” to permit all entities to choose to elect, at specified election dates, to measure eligible financial instruments at fair value.  An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date, and recognize upfront costs and fees related to those items in earnings as incurred and not deferred.  SFAS 159 became effective for us as of July 1, 2008.  As we did not elect the fair value option for our financial instruments (other than those already measured at fair value in accordance with SFAS No. 157), the adoption of this standard did not have an impact on our consolidated financial statements.

53

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2007, the FASB issued SFAS 141(R), “Business Combinations.” SFAS 141(R) replaces SFAS 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for us for acquisitions consummated on or after July 1, 2009.

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51.” SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact, if any, the provisions of SFAS 160 will have on our consolidated financial statements.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.”  SFAS 161 requires companies to provide qualitative disclosures about their objectives and strategies for using derivative instruments, quantitative disclosures of the fair values and gains and losses of these derivative instruments in a tabular format, as well as more information about liquidity by requiring disclosure of a derivative contract’s credit-risk-related contingent features.  SFAS 161 also requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. We are currently evaluating the disclosure requirements of SFAS 161. As this is a disclosure-only standard, there will be no impact on our consolidated financial statements as a result of its adoption. SFAS 161 becomes effective for our March 2009 interim consolidated financial statements.

In April 2008, the FASB issued FSPFAS No. 142-3, “Determination of the Useful Life of Intangible Assets.”  This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets.” This FSP also adds certain disclosures to those already prescribed in SFAS 142.  FSP 142-3 becomes effective for the annual and interim periods within the year, beginning in our fiscal 2010. The guidance for determining useful lives must be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements must be applied prospectively to all intangible assets recognized as of the effective date.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.”  This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.  This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years.  Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP.  Early application of this FSP is prohibited.  We have not issued any share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents.

54

THE EXCHANGE OFFER

General

The issuer issued the Original Notes on August 7, 2008, or the Closing Date, in a transaction exempt from the registration requirements of the Securities Act. The original purchaser of the Original Notes subsequently resold the Original Notes to qualified institutional buyers in reliance on Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act.

In connection with the issuance of Original Notes to the original purchaser, the holders of the Original Notes became entitled to the benefits of an exchange and registration rights agreement dated the Closing Date between the issuer, the guarantors and the original purchaser ("Registration Rights Agreement").

Under the Registration Rights Agreement, the issuer became obligated to file a registration statement in connection with an exchange offer. The exchange offer being made by this prospectus will satisfy the issuer's obligations under the Registration Rights Agreement. This prospectus, together with the letter of transmittal, is being sent to all beneficial holders known to the issuer.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, the issuer will accept all Original Notes properly tendered and not withdrawn on or prior to the expiration date. The issuer will issue $2,000 principal amount of New Notes in exchange for each $2,000 principal amount of outstanding Original Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes pursuant to the exchange offer.

Based on no-action letters issued by the staff of the SEC to third parties, the issuer believes that holders of the New Notes issued in exchange for Original Notes may offer for resale, resell and otherwise transfer the New Notes, other than any holder that is an affiliate of the issuer within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the New Notes are acquired in the ordinary course of the holder's business, the holder has no arrangement or understanding with any person to participate in the distribution of the New Notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the New Notes. Each broker-dealer that receives New Notes pursuant to the exchange offer must deliver a prospectus in connection with the resale of the New Notes. If the broker-dealer acquired the Original Notes as a result of market-making or other trading activities, such broker-dealer must use the prospectus for the exchange offer, as supplemented or amended, in connection with the resale of New Notes. Broker-dealers who acquired the Original Notes directly from the issuer must, in the absence of an exemption from registration, comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resale and cannot rely on the position of the SEC staff enunciated in the Exxon Capital Holding Corporation no-action letter (available May 13, 1988). See "Plan of Distribution" for additional information. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the New Notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The issuer will be deemed to have accepted validly tendered Original Notes when oral or written notice of the acceptance of those notes to the exchange agent has been received. The exchange agent will act as agent for the tendering holders of Original Notes for the purposes of receiving the New Notes from the issuer and delivering New Notes to those holders. Pursuant to Rule 14e-1(c) of the Securities Exchange Act of 1934, or  Exchange Act, the issuer will promptly deliver the New Notes upon consummation of the exchange offer or return the Original Notes if the exchange offer is withdrawn.

If any tendered Original Notes are not accepted for exchange because of an invalid tender, or the occurrence of the conditions set forth under "Conditions" without waiver by the issuer, certificates for any of those unaccepted Original Notes will be returned, without expense, to the tendering holder of any of those Original Notes promptly upon expiration or termination of the exchange offer.

Holders of Original Notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, in accordance with the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Original Notes, pursuant to the exchange offer. The issuer will pay all charges and expenses, other than taxes applicable to holders in connection with the exchange offer. See "—Fees and Expenses."

55

Shelf Registration Statement

If (1) the issuer is not permitted to consummate the exchange offer because applicable law or SEC policy is changed such that the Original Notes or related guarantees held by certain holders are not transferable by such holders without restriction under the Securities Act, (2) the effective time of the Exchange Offer Registration Statement is not within 310 days following the Closing Date and the exchange offer has not been completed within 30 business days of such effective time, or (3) any holder of Original Notes able to register under the Registration Statement notifies the issuer prior to the 30th business day following the completion of the exchange offer that: (a) it is prohibited by law or SEC policy from participating in the exchange offer; or (b) it may not resell the New Notes in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales; or (c) it is a broker-dealer and owns Notes acquired directly from the issuer or an affiliate of the issuer, then the issuer and the guarantors shall file a shelf registration statement under the Securities Act no later than 45 days after the time such filing obligation arises (but no earlier than 90 days after the date of the Indenture).

The issuer and the guarantors agreed to use all commercially reasonable efforts to cause the shelf registration statement to become or be declared effective no later than 150 days after such shelf registration statement filing obligation arises (but no earlier than 180 days after the date of the Indenture), except as otherwise permitted during any applicable suspension period.

The issuer will, in the event that a shelf registration statement is filed, provide to each holder copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the Notes has become effective and take certain other actions as are required to permit unrestricted resales of the Notes. The issuer agrees to supplement or make amendments to the shelf registration statement as and when required by the registration form used for the shelf registration statement or by the Securities Act or rules and regulations under the Securities Act for shelf registrations. The issuer agrees to furnish to certain holders copies of any such supplement or amendment prior to its being used or promptly following its filing. A holder that sells Notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification rights and obligations).

Notwithstanding anything to the contrary in the Registration Rights Agreement, if the board of directors of the issuer determines that there is a valid business purpose for the suspension of the shelf registration statement, the issuer may allow the shelf registration to fail to be effective or this prospectus to be unusable for up to 60 days in any year during the two-year period of effectiveness required by the Registration Rights Agreement.

Liquidated Damages

If the issuer fails to meet the targets listed in the three paragraphs immediately following this paragraph, then additional interest, which we refer to as Special Interest, shall accrue and become payable in respect of the Notes at the rates set forth in the three numbered paragraphs immediately following this paragraph as follows (each event referred to in clauses (A) and (B) of each of the numbered paragraphs below constitutes a registration default, and each period during which the registration default(s) has occurred and is continuing is a registration default period):

1.           if (A) a registration statement on an appropriate registration form with respect to the exchange offer, or the Exchange Offer Registration Statement, is not filed with the SEC on or prior to February 3, 2009, or (B) notwithstanding that the issuer has consummated or will consummate an exchange offer, the issuer is required to file a shelf registration statement and if such shelf registration statement is not filed on or prior to the date required by the Registration Rights Agreement, then commencing on the day after either such required filing date, Special Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days of the registration default period, will increase by an additional 0.25% for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.0% per year over the interest rate of the Original Notes; or

2.           if (A) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to May 4, 2009, or (B) notwithstanding that the issuer has consummated or will consummate an Exchange Offer, the issuer is required to file a shelf registration statement and such shelf registration statement is not declared effective by the SEC on or prior to the date required by the Registration Rights Agreement, then, commencing on the day after either such required effective date, Special Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days of the registration default period, will increase by an additional 0.25% for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.0% per year over the interest rate of the Original Notes; or

56

3.           if (A) the exchange offer has not been completed within 45 business days after the initial effective date of the Exchange Offer Registration Statement relating to the exchange offer or (B) any exchange registration statement or shelf registration statement required under the Registration Rights Agreement is filed and declared effective but thereafter is either withdrawn by the issuer or becomes subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in the Registration Rights Agreement and including any blackout period permitting therein), then Special Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days of the registration default period, will increase by an additional 0.25% for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.0% per year over the interest rate of the Original Notes; provided, however, (x) that the Special Interest rate on the Notes may not accrue under more than one of the foregoing clauses (1)—(3) at any one time and (y) Special Interest shall not accrue under clause (3)(B) above during the continuation of a blackout period; provided, further, however, that (a) upon the filing of the Exchange Offer Registration Statement or a shelf registration statement (in the case of clause (1) above), (b) upon the effectiveness of the Exchange Offer Registration Statement or a shelf registration statement (in the case of clause (2) above), or (c) upon the exchange of New Notes for all notes tendered (in the case of clause (3) (A) above), or upon the effectiveness of the shelf registration statement which had ceased to remain effective (in the case of clause (3) (B) above), Special Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

No Special Interest shall accrue with respect to notes that are not Registrable Notes as defined in the Registration Rights Agreement.

Any amounts of Special Interest due pursuant to clause (1), (2) or (3) above will be payable in cash on the same original interest payment dates as the Notes.

Expiration Date; Extensions; Amendment

The term "expiration date" means 5:00 p.m., New York City time, on ________________, 2009, which is 30 business days after the commencement of the exchange offer, unless the issuer extends the exchange offer, in which case, the term "expiration date" means the latest date to which the exchange offer is extended.

In order to extend the expiration date, the issuer will notify the exchange agent of any extension by oral or written notice and will issue a press release of the extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

The issuer reserves the right:

(a)           to delay accepting of any Original Notes, to the extent in a manner compliant with Rule 14e-1(c) of the Exchange Act, in the event the exchange offer is extended,

(b)           to extend the exchange offer or to terminate the exchange offer and not accept Original Notes not previously accepted if the exchange offer violates any applicable law or interpretation by the staff of the SEC and such conditions shall not have been waived by them, if permitted to be waived by them, by giving oral or written notice of the delay, extension or termination to the exchange agent, or

(c)           to amend the terms of the exchange offer in any manner deemed by them to be advantageous to the holders of the Original Notes.

The issuer will notify the holders of the Original Notes as promptly as practicable of any delay in acceptance, extension, termination or amendment. If the exchange offer is amended in a manner determined by the issuer to constitute a material change, the issuer will promptly disclose the amendment in a manner intended to inform the holders of the Original Notes of the amendment. Depending upon the significance of the amendment, the issuer may extend the exchange offer if it otherwise would expire during the extension period.

Without limiting the manner in which the issuer may choose to publicly announce any extension, amendment or termination of the exchange offer, the issuer will not be obligated to publish, advertise, or otherwise communicate that announcement, other than by making a timely release to an appropriate news agency.

57

Procedures for Tendering

To tender in the exchange offer, a holder must:

· complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal;

· have the signatures on the letter of transmittal guaranteed if required by instruction 3 of the letter of transmittal; and

· mail or otherwise deliver the letter of transmittal or the facsimile in connection with a book-entry transfer, together with the Original Notes and any other required documents.

To be validly tendered, the documents must reach the exchange agent by or before 5:00 p.m., New York City time, on the expiration date. Delivery of the Original Notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent on or prior to the expiration date.

The tender by a holder of Original Notes will constitute an agreement between that holder and the issuer in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

Delivery of all documents must be made to the exchange agent at its address set forth below. Holders may also request their brokers, dealers, commercial banks, trust companies or nominees to effect the tender for those holders.

The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent by or before 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or Original Notes should be sent to the issuer.

Only a holder of Original Notes may tender Original Notes in the exchange offer. The term "holder" with respect to the exchange offer means any person in whose name Original Notes are registered on the issuer's books or any other person who has obtained a properly completed bond power from the registered holder.

Any beneficial holder whose Original Notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on its behalf. If the beneficial holder wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the holder's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an "eligible guarantor institution" that is a member or participant in the Security Transfer Agent Medallion Program ("Stamp") or such other "signature guarantor program," unless the Original Notes are tendered: (a) by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal or (b) for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any Original Notes listed therein, those Original Notes must be endorsed or accompanied by appropriate bond powers and a proxy which authorizes that person to tender the Original Notes on behalf of the registered holder, in each case, signed as the name of the registered holder or holders appears on the Original Notes.

If the letter of transmittal or any Original Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should indicate that when signing and, unless waived by the issuer, submit evidence satisfactory to the issuer of their authority to act with the letter of transmittal.

58

All questions as to the validity, form, eligibility, including time of receipt, and withdrawal of the tendered Original Notes will be determined by the issuer in its sole discretion. This determination will be final and binding. The issuer reserves the absolute right to reject any Original Notes not properly tendered or any Original Notes the acceptance of which, in the opinion of counsel for the issuer, would be unlawful. The issuer interpretations of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as the issuer shall determine. None of the issuer, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give notification. Tenders of Original Notes will not be deemed to have been made until irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holders of Original Notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In addition, the issuer reserves the right in its sole discretion to:

(a)           purchase or make offers for any Original Notes that remain outstanding subsequent to the expiration date or, as set forth under " —Conditions," to terminate the exchange offer in accordance with the terms of the Registration Rights Agreement; and

(b)           to the extent permitted by applicable law, purchase Original Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

By tendering Original Notes pursuant to the exchange offer, each holder will represent to the issuer that, among other things,

(a)           the New Notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder;

(b)           the holder is not engaged in and does not intend to engage in a distribution of the New Notes;

(c)           the holder has no arrangement or understanding with any person to participate in the distribution of such New Notes; and

(d)           the holder is not an "affiliate" of the issuer, as defined under Rule 405 of the Securities Act, or, if the holder is an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Book-Entry Transfer

The issuer understands that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the Original Notes at the depository trust company, or DTC, for the purpose of facilitating the exchange offer, and upon the establishment of those accounts, any financial institution that is a participant in DTC's system may make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent's account with respect to the Original Notes in accordance with DTC's procedures for transfers. Although delivery of the Original Notes may be effected through book-entry transfer into the exchange agent's account at the DTC, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee, and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to the DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

Holders who wish to tender their Original Notes and

(a)           whose Original Notes are not immediately available or

(b)           who cannot deliver their Original Notes, the letter of transmittal or any other required documents to the exchange agent on or prior to the expiration date, may effect a tender if:

(1)           the tender is made through an eligible institution;

59

(2)           on or prior to the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the Original Notes, the certificate number or numbers of the Original Notes and the principal amount of Original Notes tendered stating that the tender is being made thereby, and guaranteeing that, within three Nasdaq trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the certificate(s) representing the Original Notes to be tendered in proper form for transfer and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

(3)           the properly completed and executed letter of transmittal, or facsimile thereof, together with the certificate(s) representing all tendered Original Notes in proper form for transfer and all other documents required by the letter of transmittal are received by the exchange agent within three Nasdaq trading days after the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time by or prior to 5:00 p.m., New York City time, on the expiration date, unless previously accepted for exchange.

To withdraw a tender of Original Notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus by 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

(a)           specify the name of the depositor, who is the person having deposited the Original Notes to be withdrawn;

(b)           identify the Original Notes to be withdrawn, including the certificate number or numbers and principal amount of the Original Notes or, in the case of Original Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

(c)           be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the Original Notes register the transfer of such Original Notes into the name of the depositor withdrawing the tender; and

(d)           specify the name in which any such Original Notes are being registered if different from that of the depositor.

All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by the issuer, and its determination will be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no New Notes will be issued with respect to the Original Notes withdrawn unless the Original Notes so withdrawn are validly retendered. Any Original Notes which have been tendered but which are not accepted for exchange will be returned to their holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described above under "—Procedures for Tendering" at any time on or prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, the issuer will not be required to accept for exchange, or exchange, any New Notes for any Original Notes, and may terminate or amend the exchange offer on or before the expiration date, if the exchange offer violates any applicable law or interpretation by the staff of the SEC.

If the issuer determines in its reasonable discretion that the foregoing condition exists, it may:

· refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders;

· extend the exchange offer and retain all Original Notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered the Original Notes to withdraw their tendered Original Notes; or

· waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered Original Notes which have not been withdrawn.

60

If a waiver constitutes a material change to the exchange offer, the issuer will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the holders, and it will extend the exchange offer as required by applicable law.

Exchange Agent

The Bank of New York  Mellon Corporation has been appointed as exchange agent for the exchange offer, and is also the trustee under the Indenture under which the New Notes will be issued. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to The Bank of New York Mellon Corporation, addressed as follows:

By Registered or Certified Mail:	By Overnight Courier:	By Hand:	By Facsimile:
The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit Attn: Mr. Randolph Holder 101 Barclay Street, 7East New York, New York  10286	The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit Attn: Mr. Randolph Holder 101 Barclay Street, 7East New York, New York  10286	The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit Attn: Mr. Randolph Holder 101 Barclay Street, 7East New York, New York 10286	The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit Attn: Mr. Randolph Holder (212) 298-1915 Confirm by telephone: (212) 815-5098
For information, call: (212) 815-5098

Fees and Expenses

The issuer has agreed to bear the expenses of the exchange offer pursuant to the Registration Rights Agreement. The issuer has not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The issuer, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing the services.

The issuer will pay the cash expenses to be incurred in connection with the exchange offer. These expenses include fees and expenses of The Bank of New York Mellon Corporation, as exchange agent, accounting and legal fees, and printing costs, among others.

Accounting Treatment

The New Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer will be expensed as incurred and the unamortized expenses related to the issuance of the Original Notes will be amortized over the term of the New Notes.

Consequences of Failure to Exchange

Holders of Original Notes who are eligible to participate in the exchange offer but who do not tender their Original Notes will not have any further registration rights, and their Original Notes will continue to be restricted for transfer. Accordingly, such Original Notes may be resold only:

(a)           to the issuer, upon redemption of the Original Notes or otherwise;

(b)           so long as the Original Notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A;

(c)           in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to the issuer;

61

(d)           outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

(e)           under an effective registration statement under the Securities Act;

in each case in accordance with any applicable securities laws of any state of the United States.

Regulatory Approvals

The issuer does not believe that the receipt of any material federal or state regulatory approval will be necessary in connection with the exchange offer, other than the effectiveness of the exchange offer registration statement under the Securities Act.

Other

Participation in the exchange offer is voluntary and holders of Original Notes should carefully consider whether to accept the terms and conditions of this exchange offer. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take with respect to the exchange offer.

BUSINESS

Company Overview

We are a leading provider of highly specialized microelectronics and test and measurement equipment, primarily to the global aerospace and defense and broadband communications markets. We also design application-specific integrated circuits, or ASICs, for CT scan equipment for the medical industry. Founded in 1937, we have developed a substantial intellectual property portfolio that includes more than 150 patents, extensive know-how, years of collaborative research and development with our customers and a demonstrated history in space, validating the high quality performance of our products. We believe that the combination of our leading market positions, complementary portfolio of products, years of experience and engineering capabilities provides us with a competitive advantage and enables us to deliver high performance, high value products to our customers.

Our business is characterized the breadth and diversity of our product offerings, customer base, applications and end markets. We believe that we currently have significant market positions in the following product categories in which we compete: (i) RadHard “fabless” semiconductors, (ii) high performance mixed-signal ASICs, (iii) military radio test equipment and (iv) avionics test equipment. We offer a broad array of products, including custom and standard ICs such as databuses, transceivers, microcontrollers and microprocessors, globally to a diverse group of high quality customers. Our customers include the five prime defense contractors (Boeing, General Dynamics, Lockheed Martin, Northrop Grumman and Raytheon), as well as BAE, Cisco, Nokia, Motorola and Teradyne. In fiscal 2008, our largest customer represented approximately 8% of our net sales and our largest product offering represented approximately 7% of our net sales.

We believe there are high barriers to entry to the markets in which we compete due to the need for specialized design and development expertise and patents and the significant costs for customers to switch vendors. We often design and develop applications through a collaborative process whereby we provide “spec’d” products to our customers.

As indicated in the tables below, our products are sold to customers who are located primarily in the United States, Europe, Middle East and Asia/Australia and who compete predominantly in the aerospace and defense and the broadband communications markets.

Net Sales by Customer Location	Fiscal 2008			Fiscal 2007			Fiscal 2006
United States		54	%		59	%		58	%
Europe and the Middle East		24	%		26	%		27	%
Asia/Australia		20	%		14	%		13	%
Other Regions		2	%		1	%		2	%

62

Fiscal 2008 Net Sales by End Market
Aerospace & Defense	59	%
Broadband Communications	30	%
Other (Primarily CT Scan and Automotive)	11	%

We were organized in 1937 and in 1981 became a public company, becoming subject to the requirements to file periodic and other reports with the SEC.  On August 15, 2007, we were acquired by our parent company pursuant to an agreement and plan of merger, and, as a result, became a “private” company.  Commencing on the date of this prospectus, we will again become subject to SEC public reporting requirements.

Headquartered in Plainview, New York, we conduct our operations from 16 facilities in the United States, the United Kingdom, France and China and employ more than 2,625 employees as of September 30, 2008.

Our Segments

We combine our proprietary technologies with advanced fabrication and manufacturing processes to design, engineer, manufacture and market a diverse range of products through two primary business segments: Aeroflex Microelectronic Solutions, or AMS, and Aeroflex Test Solutions, or ATS. Our business benefits from the diversity provided by our two operating segments with respect to customers, geographies and industries, which limits our exposure to any specific end market, customer or technology.  The sales and operating profits of our two industry segments and the indentifiable assets attributable to each segment for each of the three fiscal years in the period ended June 30, 2008 are set forth in Note 17 of Notes to Consolidated Financial Statements.

63

	AMS	ATS
	Leading provider of RadHard and other ICs and modules for the aerospace and defense and the broadband communications markets	Leading provider of next generation, specialty test and measurement systems for the wireless, military, aerospace, and avionics markets
% of Net Sales for Fiscal 2008	47%	53%
% of Gross Profit for Fiscal 2008	46%	54%
Products	•  RF and microwave components	•  Wireless test equipment
	•  High-reliability datacom/standard and application	•  Avionics test equipment
	specific MCMs	•  Third party testing services and other (including
	•  RadHard fabless semiconductors	automotive)
	•  Non-RadHard fabless semiconductors	•  Military radio test equipment
	•  Integrated microwave assemblies	•  Private mobile radio test equipment
	•  High-performance mixed signal ASICs	•  General purpose test equipment
	•  Class K/power management	•  Synthetic test equipment
	•  High-reliability aerospace motion control
Competitive	•  Leadership positions in specialty microelectronic	•  Leadership positions in specialty
Advantages	niches within satellite, broadband	communications test niches, including military/
	communications and CT scan markets	private mobile radio, broadband/wireless and
	•  Focus on large and growing markets requiring	commercial and military avionics markets
	specialized, highly qualified solutions	•  Focus on delivering advanced testing
	•  High-performance, high-reliability products	technologies to large and growing markets
	•  Pioneer in RF and microwave design and development	•  Key patents in RF, wireless design and expertise in frequency
	•  Proprietary technologies	synthesis
	•  State-of-the-art fabless semiconductor	•  Integrated hardware/software design focus
	production capability of scale	•  State-of-the-art manufacturing processes
	•  Established long-term customer	•  Pioneer in synthetic testing market
	relationships	•  Established long-term customer
	•  High switching costs	relationships

We engineer, manufacture and market a diverse range of products through AMS and ATS.

Product Portfolio (% of Fiscal 2008 Net Sales by Segment)

AMS
RF Components	30	%
RadHard Fabless Semiconductors	14	%
High-Reliability Datacom/Standard & Application Specific MCMs	11	%
Integrated Microwave Assemblies	13	%
High Performance Mixed Signal	8	%
Non-RadHard Fabless Semiconductors	10	%
Class K/Power Management	8	%
High Reliability/Aerospace Motion Control	6	%

64

ATS
Wireless	20	%
Avionics	19	%
Military Radio	9	%
Third Party Service and Other (1)	14	%
Private Mobile Radio	13	%
General Purpose Test	17	%
Synthetic Test	8	%
(1) Other includes Automotive

Aeroflex Microelectronic Solutions

AMS is a leading designer and manufacturer of high-performance, high-reliability specialty microelectronics products for satellite, aerospace and defense applications. Satellite components are continually bombarded by energetic plasmas and other forms of radiation in space which can degrade the performance of these electronic components. Our RadHard products are of significant importance to our customers because they are specifically designed to tolerate high radiation-level environments and have proven high performance qualities and a demonstrated history in space. We believe our extensive knowledge of analog, mixed signal and digital semiconductor technology, from the device level to the design and assembly of complete subsystems, enables us to deliver high performance, high value products to our customers.

We operate under a “fabless” semiconductor manufacturing model, outsourcing substantially all semiconductor fabrication activities to commercial foundries, which we believe significantly reduces our capital expenditures and labor costs and enhances our ability to respond quickly with scalability to changes in technology and customer demands. We purchase our semiconductors from a variety of foundries, which utilize our proprietary design specifications and packaging techniques to manufacture our RadHard products. We test our RadHard products in our in-house radiation simulation testing chamber.

In order to help meet the requirements demanded by our customers, AMS’ Plainview, NY and Colorado Springs, CO facilities are space certified and qualified by the DSCC and have been manufacturing Class K products for defense and aerospace programs for over 15 years. Class K device manufacturing provides high quality and reliability for electronic parts through a number of specifications, standards and test methods. The additional requirements that define Class K address the specific needs of space users and are intended to provide more confidence to the customers that the device is of the highest initial quality and that any defective parts have been removed.

AMS offers a broad range of complementary products that provide connectivity among products, including custom and standardized ICs, programmable logic devices, sub-assemblies, multi-function modules, microcontrollers, microprocessors, databuses, transceivers and complex RF, and microwave microelectronics that are used in satellites, communications systems and avionics systems for aircraft and missiles. AMS also designs and manufactures application-specific, high performance analog and mixed signal semiconductors for use in medical, industrial, security and intelligent sensors. Our products are used in over 100 aerospace and defense platforms, including the WGS Satellites, NPOESS, ADHF Satellites, F-16’s modular mission computer, the 777 airliner’s databus, the B-1 flight controls upgrade and the THAAD program, and are widely used in the broadband communications industry and in the medical, industrial and security markets.

For fiscal 2008, AMS generated $302.7 million of net sales and $122.8 million of gross profit.

Aeroflex Test Solutions

ATS is a leading designer, developer, manufacturer and service provider of a broad line of specialized test and measurement equipment. ATS has hardware and software expertise across the aerospace and defense and broadband communications markets and has garnered specific expertise in leading-edge communications standards. ATS products include avionics, communications and general purpose test equipment, instruments and systems which enable  our customers to design, build, deploy and manage their products and technologies.

65

ATS believes that its key strengths include its strong reputation in RF synthesizers, its extensive offering of testing and measurement products and its early stage development in synthetic testing. ATS is a leader in RF and wireless test equipment, with particular capability in WiMax, LTE and EDGE protocols. Our position in RF technology is supported by key intellectual property in the area of high-speed RF synthesis. We believe ATS synthesizers cover all communication frequencies, and that ATS’ proprietary technology enables its products to generate the clean and fast RF signals. With the expected growth of RF testing, increasing numbers of wireless communications equipment will be procured and will require sophisticated testing beforehand. We are poised to take advantage of this growth, as we currently supply an extensive line of wireless test equipment to test RF components.

As technology continues to evolve and “next generation” broadband communications, military and commercial avionics and two-way communications protocols are introduced, equipment manufacturers and network providers require test and measurement products that are compatible with the new technologies as well as products that work with older generation equipment. In addition, wireless companies need test equipment for all stages of development: research and development and conformance testing; production testing; installation and commissioning; monitoring and optimization; and service and maintenance. We have garnered specific expertise in advanced RF and additional wireless technology and have geared our research and development and product development toward such next-generation technologies. Over the years, we have been developing advanced solutions for our customers and of providing a comprehensive collection of test and measurement equipment for all stages of the network life-cycle.

ATS is an early-stage entrant in the developing area of synthetic testing, which we believe has significant growth potential as a new market for test equipment in the commercial and military communications arenas. Synthetic test systems test several attributes through one “box” and can take multiple complex measurements simultaneously, producing the desired results several times faster than traditional “rack and stack” systems.

ATS’ specialty test product portfolio includes wireless test equipment, frequency synthesizers, military radio test equipment, synthetic test equipment, avionics test equipment and other general purpose test equipment. Our products are used by wireless service providers and equipment manufacturers to test wireless handsets and base stations; by radio manufacturers and military, police, fire and emergency response units to test handheld radio units; by satellite manufacturers to test satellite-based communications systems; by avionics manufacturers to design, manufacture, test and maintain both commercial and military avionics systems; and for spectrum analysis and production testing.

For fiscal 2008, ATS generated $340.5 million of net sales and $144.6 million of gross profit.

Industry Overview

Our products predominantly serve the aerospace and defense market and the broadband communications market. In addition, our products serve two key growth markets: the CT scan market and the synthetic test market.

Aerospace and Defense

The aerospace and defense market has experienced significant growth in recent years.  Within the aerospace and defense market, our customers predominately fall into four end-markets: (i) defense electronics; (ii) satellite (primarily military); (iii) military communications market (military radio SINCGARS); and (iv) military/civilian avionics (systems for military and commercial aircraft).

Defense Electronics Market

The current defense budget cycle trend began in the mid-1990s under the Clinton Administration and was driven by the need to modernize the military when faced with a significant block of obsolete equipment developed in the 1970s. In addition, after the first Gulf War, there was a desire to transform the military to the next generation of technology to our armed forces. Defense electronics spending has outperformed the broader defense investment budget throughout the current defense spending cycle. The primary driver has been the “digitization” of the U.S. military.

Macro trends that we believe continue to favor us include the “war on terror,” the long-term trend for increased use of electronics in existing platforms and the drive to create a global infrastructure network for the Department of Defense.

66

Satellite Market

The satellite community’s needs are diverse and consist of two primary segments: commercial (large fixed satellite service providers, such as INTELSAT) and government, which consists of civilian (national/international space agencies, such as NASA) and military (Department of Defense, intelligence agencies and foreign militaries). While our customers are predominately within the military government sub-segment, through our RadHard ICs and MCMs, we have significant access to both the commercial and civilian government satellite markets. Currently, we are benefiting from a trend toward increased spending on military satellite programs and expected growth in the overall satellite market over the next several years as defense spending remains strong and intelligence initiatives, including those related to homeland security and classified applications, continue to drive increased satellite technology development and production.

Government satellite demand originates from both countries that have an established domestic space industry and a record of using satellite technology (i.e., the United States, Europe, China, Japan and India) and countries that have just recently entered the satellite industry by acquiring operations and scientific satellites and developing their own industrial capabilities to manufacture them (i.e., Israel, Brazil and South Korea). Civilian government satellite demand is fueled by increased research funding on global climate changes, Mars explorations and “Return to the Moon” initiatives. Military satellite growth is being driven primarily by the United States through a focus on maintaining U.S. space superiority, recapitalization of Cold War space assets, military demand for more bandwidth, the need for next-generation technology requiring higher power and more processing needs.

Many of the military and aerospace programs run by incumbent prime contractors, such as Hughes, Loral and Raytheon continue to outsource their high-reliability micro-components to more specialized companies such as us. In an effort to reduce their own production costs and ensure state-of-the-art performance capabilities, satellite manufacturers are outsourcing an increasing amount of their component and subsystems production to global suppliers of high-reliability, RadHard semiconductors and devices. We expect to continue to benefit from this trend toward outsourcing and the movement from component-level outsourcing towards production of MCMs and board and system-level products, which represent a significantly larger proportion of satellite component costs. As a result, our strategy is to continue to increase our revenue share at the customer level and move up the “value chain”.

As a result of the growing satellite market, we believe that the demand for RadHard chips will increase. Satellite components are continually bombarded by energetic plasmas and other forms of radiation which can degrade the performance of these electronic components. Military space and avionics are expected to be the key net sales growth drivers as a result of:

• increased outsourcing by the defense prime contractors and system houses driven by cost-cutting initiatives;

• performance and need to assure supplier viability;

• growth in high-end military satellites with increasing RadHard requirements; and

• strong “aftermarket”/electronic upgrade sales in the near term due to program delays the resulting need to upgrade or enhance existing platforms and systems.

Military Communications Market

One key area of the military communications market is military radio. Demand is currently being driven by U.S. operations abroad, particularly in Iraq and Afghanistan. Presently, the predominant form of military radio is the SINCGARS system. SINCGARS provides U.S. military personnel with a reliable, secure, easily maintained Combat Net Radio that handles voice and data. Active military operations continue to generate a large requirement for deployable radios. The demand for more capable and effective communication systems has fueled the development of the U.S. military’s next generation multi-service tactical radio for Army FCS, the Joint Tactical Radio System (JTRS). JTRS is a software-defined radio that is expected to be adopted for field use by 2010.

Replacements and upgrades to the current, aging SINCGARS radio system and the eventual roll-out of the JTRS platform are expected to drive demand in the military radio test market. Additional delays in the transition to the JTRS platform are expected to result in even more SINCGARS spending, which demands one test set for approximately every 300 SINCGARS units. In addition, there is a trend for consolidating military testing, requiring the development of a new technology allowing a single testing platform to test multiple types of radios. These drivers are expected to continue to create growth opportunities for the military radio test market.

67

Military and Commercial Avionics Market

Demand for avionics test systems is driven by upgrades in military and commercial avionics technologies, such as electronics warfare, control and display systems and emerging homeland defense. The military avionics market is currently experiencing budget pressure on new programs due to escalating unit costs, despite strong overall demand driven by continued military operations in Iraq and Afghanistan. Due to the strain on defense spending, older legacy programs are being kept alive instead of deploying replacements. As a result, the average aircraft age is expected to increase, creating the need for more upgrades. New fighter programs and maintenance and upgrades on older platforms are expected to continue to drive the military avionics market.

The commercial avionics market continues to experience the effects of the post-9/11 impact on the consumer airline industry, as well as high fuel prices. Due to the prevalence of bankruptcy, efficiency and cost reductions have become top priorities for both low-cost and legacy carriers. Older passenger aircraft are being retired in deference to more efficient aircraft such as the Boeing 787. As the carriers return to profitability, they are expected to increase upgrades and replacements, driving demand for commercial avionics.

Broadband Communications

The broadband communications market is expected to continue to grow, as demand for high-speed access to the internet increases. Growth in the volume of communications traffic and increasing demand for services such as multimedia that require higher data rates and consequently consume greater bandwidth have resulted in more extensive use of the frequency spectrum and are driving the electronics industry to develop more creative and efficient uses of available frequency spectrum. With the continued deployment of next generation wireless infrastructure, we anticipate that equipment spending in the broadband communications market remain strong. In the coming years, we also expect significant broadband growth in emerging markets. Growth in the broadband communications market is expected to drive increased expenditures on infrastructure. Within the broadband communications market, our customers predominately fall into the wireless communications end-market.

Wireless Communications

The desire for more sophisticated, high speed wireless services, satellite radio and television communications and greater bandwidth is helping to fuel the demand for high-speed wireless data services and newer technologies are enabling wireless exchange of data at broadband speeds. Fast growing international wireless markets, particularly in Asia, are also driving next generation infrastructure and equipment spending. ATS maintains strong relationships with leading global wireless equipment vendors and we believe that we are well-positioned to benefit from growing spending levels in these markets. Wireless communications test equipment is produced for base stations and air interfaces, mobile stations, electronic meters and other wireless communications equipment.

RF communications is a sub-segment of wireless communications and a significant area in which we compete. In addition to being a leader in RF test equipment, we also offer a range of RF products. The total available market for RF products is anticipated to expand as developing markets continue to emerge and as data-intensive networks enable new applications, such as music players, gaming and video services. Higher data rate handsets that offer higher functionality often contain multiple radios, thereby increasing the market for RF products. Multiple-input, multiple-output technology, which is used in several future standards to increase data rates, is also expected to increase the RF content of the phone. At the same time, lower-tier handsets that are optimized for emerging markets are driving new subscriber growth, which is also increasing the market for RF products. We believe that we are well-positioned to take advantage of this growth as we currently supply an extensive line of wireless test equipment to test RF components and we have garnered specific expertise in advanced RF and additional wireless technology and have focused our research and development and product development toward such next-generation technologies.

68

Growth Markets

CT Scan Market

We are also utilizing our expertise in mixed-signal ASICs in CT scan equipment for the medical industry into new markets and new applications. CT scanning equipment is heavily reliant on high-performance semiconductors and other electronic components. Mixed-signal ASICs are high-quality, high performance products that extract low-level signals in high noise environments. When embedded into CT medical imaging machines, this translates to better image quality and lower doses of radiation per scan. We believe these benefits coupled with the decreasing costs per channel, will help drive growth for the overall CT scan market. The trend toward decreasing costs per channel has translated into strong growth in the number of potential uses of CT technology outside of medical environments, including security screening and non-destructive test equipment. Suppliers of ASICs into CT scan machines are expected to directly benefit from the market expansion of such technology. In addition, advances in CT scan technology, growth in procedure volume and demand for CT imaging equipment from more diverse markets like clinical trials, a growing outpatient market, and increased government healthcare expenditures are expected to result in an expansion of the CT scan.

Synthetic Test Market

We are an early entrant  in the area of synthetic testing, which we believe has significant growth potential as a relatively new market for test equipment. The synthetic testing market can be categorized into three areas: (i) satellite test-market representing, (ii) Transmit/Receive module market and (iii) military test market, which is the largest. A synthetic test system replaces the traditional “rack and stack” system that requires a separate testing device for each attribute, with a single device that can take multiple complex measurements simultaneously and can complete a series of tests several times faster than a traditional system. The synthetic test standard has been adopted by many other leading commercial market vendors.

The U.S. Department of Defense and U.S. Navy, which instituted NxTest, are responsible for the emergence and growth of synthetic testing. The NxTest initiative is to minimize the size of the test system, thereby reducing hardware and consequently the cost of the system. Synthetic testing also addresses obsolescence issues and provides additional flexibility for easy upgrades.

Our Competitive Strengths

Leading Proprietary Technology Platforms

Our history of technological innovation and product performance has made us a leading supplier to our customers. Our team of 565 engineers works with customers to develop customized solutions and we currently possess a portfolio of more than 150 patents. We pioneered the development of fabless high reliability, RadHard technology and have a history of designing and manufacturing field-tested solutions that meet our military and commercial customers’ stringent performance requirements. Our design and production platform combines design expertise, proprietary intellectual property and a reliable, efficient fabrication/manufacturing processes, including our “fabless” semiconductor manufacturing model. In addition, AMS is taking a leading role in expanding the market for CT scan applications through our ASIC product offerings. ATS holds key intellectual property and specialized knowledge in RF and wireless technology with a focus on leading edge communication protocols. ATS is also a leader in developing synthetic test equipment and has proven expertise in avionics and private mobile radio test equipment.

Strong, Defensible Market Positions

Our proven product performance and long-standing customer relationships have established us as one of the leading suppliers in the majority of the markets in which we compete. Our microelectronics products are key components in over 100 aerospace and defense platforms, and we believe we were the sole source or primary supplier for many of the products that we supply.

High Barriers to Entry and Customer Switching Costs

We are an experienced and well-respected supplier to the aerospace and defense and broadband communications industries.  Additionally, we possess a portfolio of over 150 highly specialized patents and our products are often designed into, or “spec’d”, into a customer’s production design, which creates significant switching costs for our customers. Furthermore, strict product performance requirements, Department of Defense certification and proven experience in the harsh operating environment of space create high barriers to entry to new market entrants. The malfunction of a component can lead to the loss of a valuable satellite or missile, causing the industry’s customers to require proven product performance and reliability before specifying inclusion of a vendor’s components into a satellite or missile program’s design. Our expertise and product performance are demonstrated by our receipt of Class K certification from the DSCC, a distinction we have held for over 15 years.

69

Growing and Diverse End Markets

We serve a diverse group of customers who compete in several end markets. Each of our broad end markets contains several specialized niche markets, each possessing attractive growth dynamics.

• Aerospace and Defense.  We are well positioned to gain from increased defense spending and believe that our product niche helps to insulate us from defense budget cuts. Most of AMS’ sales to the U.S. government are for its RadHard high reliability components that are used in a multitude of devices including satellites, missiles and airplanes. There is a strong pipeline of business for both military avionics and classified satellite programs that we believe will help our business to remain stable and profitable even through a challenging federal budget cycle. Spending on defense electronics is the primary driver of our net sales and has historically been stable and growing irrespective of movements in the defense budget. In addition to positive growth trends in defense electronics, we also benefit from strong growth trends in the satellite industry.

• Broadband Communications.  Global demand for mobile communication services and for real-time access to diverse types of data continues to increase, which has led to rapid adoption of a wide variety of advanced wireless and wired electronic systems to which our products are critical (e.g., cellular telephones and broadband access). Next-generation technologies are expected to enable new applications, increase RF complexity and require greater RF semiconductor content. In addition, an increasing number of automotive, industrial, military, homeland security, scientific and medical applications use RF, microwave and millimeterwave technology to perform detection, measurement and imaging functions. The wireless communications industry has grown rapidly as a result of worldwide adoption of mobile phones.  Subscribers typically upgrade when replacing phones, as a result of which we believe the complexity of phones will likely continue to increase, requiring even more semiconductor content and testing.

• CT Scan.  We are a leader in the production of mixed-signal ASICs for the medical CT scan market. We believe that the current high level of performance (i.e., superior image quality with low doses of radiation) and decreasing cost per channel will help drive new applications for ASICs outside traditional medical imaging applications and into areas such as security screening and non-destructive testing equipment. We expect to benefit directly from the expansion of the overall CT scan market, due to our leading market share for mixed-signal ASICs in the medical CT scan market.

Increasing Electronic Content per Satellite and Trend Towards Outsourcing

We benefit directly from the increasing electronic and systems-level content of military systems, particularly within the satellite end market. As we have utilized our intellectual property to move up the “value chain” from producing semiconductors and components to system-level and board-level products, the content we provide on each satellite has increased. From fiscal 2001 to 2003, our average dollar content per satellite was $1.5 million while from fiscal 2004 to 2006, our average dollar content per satellite was approximately $2.5 million and for fiscal 2007 to 2008, our average dollar content per satellite was approximately $4.2 million.

In addition, in an effort to reduce their own production costs and ensure state-of-the-art performance capabilities, satellite manufacturers are outsourcing an increasing amount of their component and subsystems production to global suppliers of high-reliability, RadHard semiconductors and devices. Previously, satellite manufacturers primarily outsourced lower cost semiconductor components, but they are now moving towards outsourcing a broader range of component production, including board- and system-level products that contain significantly more silicon content and represent a larger percentage of component cost. We expect to continue to benefit from this trend towards outsourcing in the future and will seek to increase our content per satellite.

Strong Historical Financial Performance and Free Cash Flow Generation

From fiscal 2003 to fiscal 2008, we increased net sales by a compounded annual growth rate, or CAGR, of 20%.  Our “fabless” semiconductor manufacturing process and assembly operations allow us to maintain low capital expenditures (2% as a percentage of net sales for fiscal 2008) and lower labor costs. Historically, our capital expenditure needs have increased due to our growth via acquisitions and not as a result of maintenance and replacement requirements. Our low capital expenditures have resulted in significant operating cash flow.

70

Diverse, High Quality Customer Base

We have strong and long-standing relationships with top-tier defense, aerospace and broadband customers, including a significant number of defense-related technology companies. Our close customer relationships have enabled us to engage in collaborative product development over multi-year product life-cycles, build our intellectual property portfolio and develop critical product and end-market expertise, resulting in higher switching costs for our customers. We believe our long track record of design successes with our customers further benefits our ability to: (i) solidify our position as a sole source or primary supplier of products to customers across a wide array of programs; (ii) enjoy long multi-year platform relationships; (iii) maximize the effectiveness of our research and development spending; and (iv) minimize our customers’ product development time. Our customers include the five prime defense contractors (Boeing, General Dynamics, Lockheed Martin, Northrop Grumman and Raytheon), as well as BAE, Cisco, Nokia, Motorola and Teradyne. Our products are used by customers in various aerospace and defense and broadband communications programs, providing us with increased revenue diversification and stability. In fiscal 2008, our largest customer represented approximately 8% of our net sales and our largest product offering represented approximately 7% of our net sales, demonstrating the diversity of our customer base and product offerings. In addition to our diverse product base, we believe that we are well-positioned in domestic and international growth markets and believe that our geographic and product diversification helps to reduce the volatility of one particular region or market segment.

Strong and Experienced Management Team

We are led by an experienced, stable and well-respected management team. Since 1991, we have integrated 23 acquisitions. We have increased net sales from $62.7 million in fiscal 1991 to $643.2 million in fiscal 2008, a CAGR of 15%. Our management team has an average of 27 years in the industry and 13 years with us.

Our Business Strategy

We generate sales and cash flow from the sale of microelectronic and test solution products into the aerospace and defense and broadband communications markets. We believe that the key to our future success is a focus on performance, design and manufacturing innovation and continuing to strengthen our long-term customer relationships. To implement our strategy, we intend to do the following:

• Leverage technology and sole source or primary supplier status with customers.  Our proprietary technology and strong relationships with our diverse customer base are key drivers of our continued growth. We have a history of providing value to our customers through differentiated products, which are often critical to their end products, and we possess over 150 patents. We have leveraged our proprietary technology and experience to become in our belief the sole source or primary supplier on many of the products that we supply.   Further, our products are often “spec’d” into our customers’ product designs. We seek to work with our customers through every aspect of their design processes as they develop new technology platforms, delivering precisely engineered products to our customers’ specifications.

• Continue to focus on our “fabless” semiconductor manufacturing operations.  Our expertise is in the state-of-the-art design and engineering of highly specialized microelectronics. Unlike certain of our competitors who have invested in captive semiconductor fabrication facilities, AMS pioneered the use of third-party foundries to produce space qualified, high reliability RadHard ICs. This “fabless” operating model significantly reduces our required capital investment and labor costs and is a key component of our industry-leading capital efficiency. In addition, it allows us to quickly respond to changes in technology and customer product requirements. For the fiscal year ended June 30, 2008, capital expenditures were only 2% of our net sales.

• Increased focus on new product development.  We continue to allocate research and development spending toward new products serving large and/or growing markets. We endeavor to introduce new products to the market that allow us to move up to more profitable systems and products. We have transitioned from providing simple components, such as semiconductors, to more integrated products, including board-level and system-level products. Examples of recent new products include ASICs, satellite power subsystems and microwave/RF modules and receivers. For the fiscal year ended June 30, 2008, we invested 13% of our net sales into self-funded research and development efforts. Examples of new product opportunities that we are pursuing are the CT scanning market and the synthetic testing market.

71

CT scanning equipment is heavily reliant on high performance semiconductors and other electronic components, including mixed-signal ASICs, to produce high quality imaging with low doses of radiation per scan.  We believe that these benefits, coupled with decreasing production costs, will help drive growth of the overall CT scan market outside of the traditional medical environments and into markets such as security screening and non-destructive test equipment.

We are also an early entrant in the area of synthetic testing, which has significant growth potential as a relatively new market for test equipment. The U.S. Department of Defense and U.S. Navy, which instituted the next-generation automatic test system program “NxTest,” are responsible for the emergence and growth of synthetic testing. The NxTest initiative is to minimize the size of the test system, thereby reducing hardware and consequently the cost of the system. Synthetic testing also addresses obsolescence issues and provides additional flexibility for easy upgrades.

• Focus on cost management.  We plan to continue to improve our fixed cost position by critically examining the profitability of our operations and consolidating operations across facilities where operational synergies exist. In fiscal 2006, we implemented a plan to restructure our European businesses by consolidating a majority of our European manufacturing operations into our Stevenage, England facility. In fiscal 2008, we continued to restructure our European operations by further rationalizing duplicative research and development and selling, general and administrative activities, which recently resulted in the closure of our Burnham, England facility and relocation of its operations to Stevenage, England. In May 2008, we sold our radar system development and manufacturing business, or the Radar Division, which had been operating at a significant loss in each of the last two fiscal years. We will continue to examine our operations for opportunities to further reduce costs, divest non-strategic businesses, increase cash flow and improve our margins.

• Capitalize on shifting defense budget allocations.  We are well-positioned to gain from increases in defense electronic spending. Since the beginning of the Iraq war, the defense industry has increased spending on electronics, intelligence gathering operations, satellites and homeland security. If current defense spending on training and procurement were to be reduced, we believe we would continue to benefit from a significant pipeline of business and re-allocation of spending to defense electronics for both military avionics and classified satellite programs that produce stable sales and cash flow. Furthermore, we believe the digitization and networking of the U.S. military and the upgrading of old platforms will continue to drive defense electronics spending growth, even in the face of declining overall defense industry spending.

• Strategic acquisitions.  We will continue to seek accretive acquisitions that provide complementary products and services, enhance our intellectual property and customer base, and provide entry into high-growth adjacent markets. We view our acquisition strategy as an extension of our research and development and marketing efforts. Recent strategic acquisitions in both the AMS and ATS segments have broadened and strengthened our product offering and technology portfolio. Since 2002, we have acquired nine businesses and plan to opportunistically continue our disciplined approach to seeking accretive acquisitions.

Products Offered

Aeroflex Microelectronic Solutions

AMS products provide end users in the aerospace and defense, broadband communications and medical equipment, markets with high-precision, high-reliability semiconductors for mission-critical applications. AMS’ broad product portfolio has a longstanding, field-tested history of reliable performance, and is often designed into customers’ product designs.

AMS products, especially RadHard semiconductors, are essential components in government and commercial satellites. These satellites require high-performance and high-reliability components to function properly while simultaneously enduring harsh conditions. In order to meet the requirements demanded by our customers, AMS’ Plainview, NY and Colorado Springs, CO facilities are space certified, and they have been manufacturing Class K products for defense and aerospace programs for over 15 years. AMS products include RF components, high-reliability datacom (standard and application), specific MCMs, RadHard fabless semiconductors automotive, non-RadHard fabless semiconductors, integrated microwave assemblies, high-performance mixed signal ASICs, Class K/power management and high-reliability aerospace motion control.

72

Satellite manufacturing companies are increasingly outsourcing their component and subsystems production to global suppliers of high-reliability, RadHard semiconductors and devices, such as us. Previously, these satellite companies primarily outsourced lower cost semiconductor components and MCMs, but have begun to outsource a broader range of component production, including board and system level products which contain significantly more silicon content and represent a larger percentage of overall system cost. As we have utilized our intellectual property to move up from producing semiconductors and components to higher-value system-level and board-level products, the content we provide on each satellite has increased. From fiscal 2001 to 2003, our average dollar content per satellite was $1.5 million while from fiscal 2004 to 2006, our average dollar content per satellite was approximately 2.5 million and for fiscal 2007 to 2008, our average dollar content per satellite was approximately $4.2 million We believe that we will continue to benefit from the trend toward outsourcing and the movement from component-level outsourcing toward production of MCMs and board and system level products, which represent a significantly larger proportion of satellite component bill of materials.

AMS products are sold into the aerospace, defense and satellite markets to top-tier industry original equipment manufacturers, or OEMs, and their sub-tier suppliers. AMS products are used in remote sensing, communications and motion control for GEO, Medium Earth Orbiting and Low Earth Orbiting satellites. Radio Frequency Microwave (RFMW) products are also used in military radar, airborne and ground based communication systems, Electronic Warfare programs, Identification Friend or Foe programs and Guidance/Command/Control/Communications programs across multiple platforms.

AMS products also serve two of the three major global providers of CT scanning equipment. AMS’ mixed-signal ASICs are high-quality, high-performance products that extract low-level signals in high-noise environments. When embedded into CT medical imaging machines, this translates to better image quality and lower doses of radiation per scan. We believe these benefits, coupled with the decreasing costs per channel, will help drive growth for the overall CT scan market. The trend toward decreasing costs per channel has translated into strong growth in the number of potential uses of CT technology outside of medical environments, including security screening and non-destructive test equipment. As a key supplier of mixed signal ASICs into CT medical machines, we believe that we are well-positioned to benefit from an increase in the market for this technology.

Aeroflex Test Solutions

ATS’ products include avionics, communications and general purpose test equipment, instruments and systems which enable our customers to design, build, deploy and manage their products and technologies. ATS’ avionic test solutions are used in the design, manufacture, test and maintenance of commercial, civil and military avionics systems. As a leader in avionic testing solutions, ATS equipment provides the stimulus and signals necessary for certification, verification, fault finding and diagnostics of avionics systems on the ground. We also provide customized avionics test solutions to support manual and automatic test equipment for manufacturing, repair and ground support operations.

Our military communications testing systems are primarily used by the U.S. military to test complex voice and data frequency hopping radios and accessories. Our ruggedized packaging makes the system suitable for depot and field maintenance shops.

ATS has over 50 years experience in providing radio test set solutions. We are the leading provider of Terrestrial Trunked Radio (TETRA) and Project 25 (P25) radio test equipment used by major manufacturers, installers, operators and repairers worldwide. TETRA is the global standard for Private Mobile Radio (PMR), used particularly by emergency services, public transport and utilities. P25 is a standard for digital radio communications for use by federal, state/province and local public safety agencies in North America to enable them to communicate with other agencies and mutual aid response teams in emergencies.

We also offer a wide selection of cellular test sets addressing both mobile and base station test applications across an array of wireless standards. Research and development applications include protocol stack development, system integration and interoperability testing.

We also create testing solutions for 3G infrastructure developers and 3G network operators to assist them in debugging new network features, interoperability analysis, regression testing, network stress testing, acceptance testing, quality of service analysis and network performance optimization.

Research and Development

As of September 30, 2008, we had 565 engineers conducting research and development activities at 16 of our facilities.

Our research and development efforts primarily involve engineering and design relating to:

• developing new products;

73

• improving existing products;

• adapting existing products to new applications; and

• developing prototype components to bid on specific programs.

We emphasize research and development efforts for products in both the AMS and ATS divisions. In AMS, we have geared our research and development capabilities toward continually introducing new, high value products, including the planned introduction of power subsystems and microwave/RF Modules and microreceivers between 2007 and 2009, enabling us to increase the number of our products embedded into modern satellites. In ATS, we are developing technologies that are used in the next generation of wireless infrastructure. Our research and development consists of self-funded research and development as well as research and development we conduct in collaboration with or on behalf of our customers.

Certain product development and similar costs are recoverable under contractual arrangements and those that are not recoverable are expensed in the year incurred. We invested $82.1 million in self-funded research and development for fiscal 2008, $76.7 million for fiscal 2007 and $72.1 million for fiscal 2006.

Our Customers

AMS addresses value-added specialty markets requiring application-specific, custom engineered, high-performance microelectronic solutions. The division has strong relationships with the five prime defense contractors (Boeing, General Dynamics, Lockheed Martin, Northrop Grumman and Raytheon) as well as with several major defense-related technology companies, including Honeywell. AMS customers also include OEMs such as BAE, Cisco and Phillips. The 10 largest AMS customers represented approximately 45% of total AMS fiscal 2008 sales, with no single customer representing more than 8%of total AMS fiscal 2008 sales.

ATS addresses value-added specialty markets requiring application specific, custom engineered, high-performance testing solutions. The division has strong relationships with several major defense-related technology companies, including Lockheed Martin, Northrop Grumman and Teradyne. ATS customers also include OEMs such as AT&T, Nokia, Motorola and Sprint. The top 10 ATS customers represent approximately 41%of total ATS fiscal 2008 sales with no single customer representing more than 11% of total ATS fiscal 2008 sales.

Certain of our customers, BAE and Honeywell, are also our competitors due to their in-house capabilities. On a consolidated basis, our largest customer represented approximately 8% of our fiscal 2008 net sales.

Government Sales

Approximately 28% of sales for fiscal 2008 were to agencies of the U.S. government or to prime defense contractors or subcontractors of the U.S. government. These government contracts have been awarded either on a bid basis or after negotiation. These contracts generally provide for fixed prices and have customary provisions for termination at the convenience of the government without cause.

Marketing

We employ a team-based sales approach to assist our personnel to closely manage relationships at multiple levels of the customer’s organization, including management, engineering and purchasing personnel. This integrated sales approach involves a team consisting of a senior executive, a business development specialist and members of our engineering department. Our use of experienced engineering personnel as part of the sales effort enables close technical collaboration with our customers during the design and qualification phase of new technologies and equipment. We believe that this is critical to the integration of the product into the customer’s equipment. Manufacturers’ representatives and independent sales representatives are also used as needed. As of September 30, 2008, we had 210 sales people employed domestically and internationally.

Backlog

We include in backlog firm purchase orders or contracts providing for the delivery of products and services. Our business has experienced strong growth in our backlog. As of September 30, 2008, our order backlog was approximately $271 million, of which approximately 78% was scheduled to be delivered on or before June 30, 2009. Approximately 57% of our backlog as of September 30, 2008 represented commercial contracts and approximately 43% of this backlog represented firm contracts with agencies of the U.S. government or prime defense contractors or subcontractors of the U.S. government. Generally, government contracts are cancelable with payment to us of amounts which we have spent under the contract together with a reasonable profit, if any, while commercial contracts are not cancelable.

74

As of June 30, 2008, our order backlog was approximately $251 million.  Approximately 59% of this backlog represented commercial contracts and approximately 41% of this backlog represented firm contracts with agencies of the U.S. government or prime defense contractor or subcontractors of the U.S. government.

Competition

For all of our products, we compete primarily on the basis of both performance and price.

AMS primarily competes with large defense-related technology providers, including BAE and Honeywell. In addition, AMS competes with a small number of specialty semiconductor providers, including Actel, Hittite Microwave Corporation and ILC/Data Devices Corporation. We believe we are one of the largest focused providers of specialty microelectronics to our targeted markets and that we are the leading global fabless platform of scale in RadHard semiconductors.   In addition, we believe our specialized expertise in RadHard technology, RF and microwave design and development and fabrication expertise provides us with a differentiated technology and pricing position versus our most direct competitors. We characteristically maintain close and longstanding relationships with our customers and maintain sole-source/primary supplier positions with many of our customers. We believe there are high barriers to entry to the markets in which we compete due to the need for specialized design and development expertise and patents and the significant costs for customers to switch vendors. We design and develop applications often through a collaborative process whereby we provide “spec’d” products to our customers.

ATS primarily competes with Agilent and a small number of specialty test and measurement providers, including Anite, Anritsu, Rohde & Schwarz and Spirent. We believe our specialized expertise in high performance RF and wireless testing equipment and our focus on delivery of advanced testing platforms and optimized manufacturing capability provide us with a differentiated position versus our most direct competitors maintain many sole source/primary supplier positions with customers such as Teradyne, Lockheed Martin, and Raytheon.

We also experience significant competition from the in-house capabilities of our current and potential customers, such as BAE and Honeywell.

Patents and Trademarks

In order to protect our intellectual property rights, we rely on a combination of patent, trade secret, copyright and trademark laws and employee and third-party nondisclosure agreements. We consider the protection of our patents, proprietary technology and trademarks to be an important element of our business. We also limit access to and distribution of our proprietary information. While we believe that in the aggregate our patents and trademarks are important to our operations, we do not believe that one or any group of them is so important that its termination would materially affect us.

Manufacturing

We operate under a “fabless” semiconductor manufacturing model, outsourcing substantially all semiconductor fabrication activities to commercial foundries, which significantly reduces our capital expenditures and labor costs and enhances our ability to respond quickly with scalability to changes in technology and customer demands. We purchase our semiconductors from a variety of foundries, which utilize our proprietary design specifications and packaging techniques to manufacture our RadHard products. We test our RadHard products in our in-house radiation simulation testing chamber.

We manufacture products for aerospace and defense programs in compliance with stringent military specifications. Most of our manufacturing plants are ISO-9001 certified, and our Plainview, NY, Hauppauge, NY and Colorado Springs, CO facilities are also certified to the more stringent AS9100 standard.

AMS has nine primary manufacturing facilities throughout the United States and China. AMS’ largest facility, Colorado Springs, CO, designs and develops our RadHard solutions in addition to a broad range of products for avionics and space applications. AMS manufactures advanced MCMs for airborne, space, shipboard, ground based and commercial avionics and telecommunications systems in its Plainview, NY facility. The remaining facilities focus on RFMW and aerospace motion control solutions.

75

ATS has eight primary manufacturing facilities throughout the United States, Great Britain and France. Its largest facility, Wichita, KS, designs and develops a wide range of test instrumentation for military radio and avionics. ATS’ Stevenage, England facility provides test solutions with expertise in signal generators, signal analyzers, microwaves and automatic test equipment. ATS’ Cambridge, England facilities focus exclusively on wireless system test technologies. The remaining facilities focus on synthetic testing solutions and other broadband communications testing equipment.

Many of the component parts we use in our products are purchased, including semiconductors, transformers, and amplifiers. Although we have several sole source arrangements, all the materials and components we use, including those purchased from a sole source, are readily available and are or can be purchased in the open market. We have no long-term purchase commitments and no supplier provided more than 10% of our raw materials during fiscal 2008.

Our Employees

As of September 30, 2008, we had approximately 2,625 employees, of whom 1,450 were employed in a manufacturing capacity, and 1,175 were employed in engineering, sales, administrative or clerical positions. Approximately 100 of our employees are covered by a collective bargaining agreement. The collective bargaining agreement expires September 30, 2010. We believe that our employee relations are satisfactory.

Regulation

Our operations are subject to various federal, state, local, and foreign environmental laws, ordinances and regulations that limit discharges into the environment, establish standards for the handling, generation, use, emission, release, discharge, treatment, storage and disposal of, or exposure to, hazardous materials, substances and waste, and require cleanup of contaminated soil and groundwater. These laws, ordinances and regulations are complex, change frequently and have tended to become more stringent over time. Many of them provide for substantial fines and penalties, orders (including orders to cease operations) and criminal sanctions for violations. They may also impose liability for property damage and personal injury stemming from the presence of, or exposure to, hazardous substances.

We believe that we are in material compliance with all environmental laws, do not anticipate any material expenditure to meet current or pending environmental requirements, and generally believe that our processes and products do not present any unusual environmental concerns. We are unaware of any existing, pending, or threatened contingent liability that may have a material adverse effect on our ongoing business operations.

Our operations are also governed by laws and regulations relating to workplace safety and worker health and regulations. We believe we are in material compliance with these laws and regulations and do not believe that future compliance with such laws and regulations will have a material adverse effect on our results of operations or financial condition. We also believe that we are in material compliance with all applicable labor regulations.

Government Contracting Regulations

Because we have contracts with the federal government and its agencies, we are subject to audit from time to time for our compliance with government regulations by various agencies, including the Defense Contract Audit Agency (“DCAA”). The DCAA reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. The DCAA has the right to perform audits on our incurred costs on all contracts on a yearly basis. An adverse finding under a DCAA audit could result in the disallowance of our costs under a government contract, termination of a government contract, forfeiture of profits, suspension of payments, fines and suspension and prohibition from doing business with the U.S. government. In the event that an audit by the DCAA results in disallowance of our costs under a contract, we have the right to appeal the findings of the audit under applicable dispute resolution provisions. Approval of submitted yearly contract incurred costs can take from one to three years from the date of submission of the contract costs.

Other governmental agencies, including the Defense Securities Service and the Defense Logistics Agency, may also, from time to time, conduct inquiries or investigations regarding a broad range of our activities.

Our principal products or services do not require any governmental approval, except for the requirement that we obtain export licenses for certain of our products.

76

Properties and Facilities

Our headquarters are located in Plainview, Long Island, New York, where we have approximately 90,000 square feet of space, including manufacturing space, that is utilized by both AMS and ATS. We believe that our facilities are adequate for our current and presently foreseeable needs and that we will be able to renew or replace our expiring leases on our rental properties on commercially reasonable terms. The following table sets forth information concerning the significant properties owned or leased by us.

Location	Owned/Leased	Approximate Square Footage	Expiration of Lease
Ann Arbor, Michigan	Owned	32,000	N/A
Cambridge, England	Leased	14,000	2011
Colorado Springs, Colorado	Owned	102,000	N/A
Cupertino, California	Leased	16,000	2009
Elancourt, France	Leased	14,000	2009
Frederick, Maryland	Leased	32,000	2011
Gothenburg, Sweden	Leased	5,000	2008
Hauppauge, Long Island, New York	Leased	47,000	2010
Londonderry, New Hampshire	Leased	37,000	2012
Nanjing, China	Leased	10,000	2009
New Century, Kansas	Owned	20,000	N/A
New Century, Kansas	Leased	38,000	2009
Plainview, Long Island, New York	Owned	69,000	N/A
Plainview, Long Island, New York	Leased	21,000	2013
Powell, Ohio	Leased	20,000	2011
Stevenage, England	Owned	142,000	N/A
Sunnyvale, California	Leased	20,000	2012
Whippany, New Jersey	Owned	57,000	N/A
Wichita, Kansas	Owned	156,000	N/A

Legal Proceedings

We are involved in various claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of any of these actions will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.

During the quarter ended March 31, 2007, we became aware that certain RadHard bidirectional multipurpose transceivers sold by us since 1999 may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with the International Traffic in Arms Regulations (“ITAR”). Accordingly, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, U.S. Department of State, describing the details of the possible inadvertent misclassification. Simultaneously, we filed a Commodity Jurisdiction request providing detailed information and data supporting our contention that the product is not subject to ITAR and requesting a determination that such product is not ITAR controlled. By letter dated November 15, 2007, we were informed that the U.S. Department of State had determined in response to our Commodity Jurisdiction request, that the product is subject to the licensing jurisdiction of the U.S. Department of State in accordance with ITAR. We requested reconsideration of this determination. On February 7, 2008, we filed an addendum to the above referenced Voluntary Disclosure advising the Directorate of Defense Trade Controls that other products sold by us similar in nature to the transceiver described above may also be subject to ITAR. The Directorate of Defense Trade Controls agreed to extend our time to file such addendum to the Voluntary Disclosure until a decision was rendered with respect to our request for reconsideration of the determination in connection with the above-referenced Commodity Jurisdiction request. On August 5, 2008, we received a letter from the Office of Defense Trade Controls Compliance (“DTCC”) requesting that we provide documentation and/or information relating to our compliance initiatives after November 15, 2007 as well as the results of any product reviews conducted by us, and indicating that a civil penalty against us could be warranted in connection with this matter following the review of such materials. We have provided all of the materials and documentation requested by the DTCC. Our request for reconsideration was denied by the Directorate of Defense Trade Controls on August 19, 2008 which determined that the product is subject to the licensing jurisdiction of the Department of State in accordance with ITAR.  Accordingly, on September 18, 2008, we filed an addendum to our Voluntary Disclosure identifying other products that may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with ITAR but were inadvertently misclassified.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

77

During May 2008, we became further aware that a certain product sold by our KDI subsidiary may have inadvertently been misclassified as not ITAR controlled. On August 5, 2008, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, U.S. Department of State, describing the inadvertent misclassification of this product. At this time, it is not possible to determine whether any fines or other penalties will be asserted against us with respect to the foregoing matters, or the materiality of any outcome.

During November 2008, we became aware that our Hauppauge facility had shipped two ITAR controlled products to a foreign customer, but inadvertently had noted on the requisite paperwork that only one ITAR controlled product was included in the shipment.  We intend to file a voluntary disclosure with the Directorate of Defense Trade Controls, U.S. Department of State, informing them of this mistake.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

An amended class action complaint was filed against us and our board of directors on June 20, 2007 in the Supreme Court of the State of New York, Nassau County. The complaint alleges that our board breached its fiduciary duties to our stockholders (i) by issuing a preliminary proxy statement on June 5, 2007 that was issued in connection with seeking stockholder approval of the Acquisition and (ii) in approving certain amendments, that are allegedly beyond the scope of our corporate powers, to our Supplemental Executive Retirement Plan and the employment agreements of defendants Harvey R. Blau, our then Chairman and Chief Executive Officer, and Leonard Borow, our then President and Chief Operating Officer. We are currently in settlement discussions with the plaintiffs and have accrued an insignificant liability for the settlement.

78

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our board of directors, the board of directors of the parent and the board of managers of the parent LLC. In addition, the table sets forth information regarding our senior management.

Name	Age	Position
Leonard Borow	61	President and Chief Executive Officer; Member of our board of directors, the board of directors of the parent and the board of managers of the parent LLC
John Buyko	48	Executive Vice President and President of Aeroflex Microelectronic Solutions; Member of our board of directors
John Adamovich, Jr.	55	Senior Vice President, Chief Financial Officer, and Secretary
Charles Badlato	49	Vice-President — Treasurer
Carl Caruso	65	Vice-President — Manufacturing
Robert B. McKeon	54	Chairman of our board of directors, the board of directors of the parent and the board of managers of the parent LLC
Hugh Evans	40	Member of our board of directors, the board of directors of the parent and the board of managers of the parent LLC
Ramzi M. Musallam	40	Member of our board of directors, the board of directors of the parent and the board of managers of the parent LLC
Prescott H. Ashe	41	Member of the board of directors of the parent and the board of managers of the parent LLC
Joe Benavides	37	Member of the board of directors of the parent and the board of managers of the parent LLC
Bradley J. Gross	36	Member of the board of directors of the parent and the board of managers of the parent LLC
John D. Knoll	37	Member of the board of directors of the parent and the board of managers of the parent LLC

Leonard Borow is our President and Chief Executive Officer. He has been our employee in various executive positions since November 1989: Chief Executive Officer since August 2007, President since August 2005, Chief Operating Officer since October 1991 and a director since November 1992. Mr. Borow has served as a member of the board of directors of the parent and the board of managers of the parent LLC since August 2007. From February 2004 until August 2005, Mr. Borow was one of our Vice Chairmen and from October 1991 until February 2004, Mr. Borow was our Executive Vice President. Prior to joining us, Mr. Borow was President of Comstron Corporation, a manufacturer of fast switching frequency synthesizers and components, which we acquired in November 1989.

John Buyko has been employed by us in various executive positions since January 1991 and has been our Executive Vice President since December 2006, Vice President since August 2005 and President of our AMS division since September 2001. Mr. Buyko has also served as a member of our board of directors since August 2007. From December 1998 until June 2001, Mr. Buyko was Senior Vice President-Marketing and Sales of AMS.

John Adamovich, Jr. has been employed by us as Senior Vice President and Chief Financial Officer since November 2005 and Secretary since August 2007. From November 2004 until May 2005, Mr. Adamovich was employed by Rainbow Media Enterprises, a subsidiary of Cablevision Systems Corporation, as its Executive Vice President and CFO. From January 1998 until November 2004, Mr. Adamovich was employed by Pall Corporation as its Group Vice President, Treasurer and CFO. From July 1975 until December 1997, Mr. Adamovich was employed by KPMG LLP, becoming a partner in 1986. Mr. Adamovich is licensed as a certified public accountant in the State of New York.

Charles Badlato has been employed by us in various financial positions since December 1987 and has been our Vice President since February 2004 and Treasurer since February 1994. From May 1981 until December 1987, Mr. Badlato was employed by various certified public accounting firms, most recently as an audit manager with Touche Ross & Co.  Mr. Badlato is licensed as a certified public accountant in the State of New York.

Carl Caruso has been employed by us as Vice President of Aeroflex Plainview, Inc. since November 1989 and has been our Vice President—Manufacturing since February 1997. Prior to joining us, Mr. Caruso was Vice President of Comstron Corporation, which we acquired in November 1989.

79

Robert B. McKeon has served as the Chairman of our board of directors, the board of directors of the parent, and the board of managers of the parent LLC since August 2007.  Mr. McKeon is the Founder and Chairman of Veritas Capital, a New York-based private equity investment firm he formed in 1992.  Prior to forming Veritas in 1992, Mr. McKeon also served as the Chairman of Wasserstein Perella Management Partners where he was a founding partner of Wasserstein Perella & Co. in 1988, and was instrumental in raising and managing the group’s $1.1 billion private equity fund.  Mr. McKeon currently serves as Chairman of the Board of DynCorp International, Vangent Inc., and McNeil Technologies.  Mr. McKeon is a member of the Council on Foreign Relations, The Bretton Woods Committee, and the Center for Strategic & International Studies.  Mr. McKeon is also on the Board of Trustees of Fordham University.  Mr. McKeon holds a B.S. from Fordham University and an M.B.A. from Harvard Business School.

Hugh Evans has served as a member of our board of directors, the board of directors of the parent and the board of managers of the parent LLC since August 2007. Mr. Evans is a Partner at Veritas Capital. Prior to joining Veritas in 2005, Mr. Evans was a Partner at Falconhead Capital, a middle market private equity firm. While at Falconhead, Mr. Evans was a member of the firm’s investment committee. Prior to Falconhead, Mr. Evans was a Principal at Stonington Partners. Mr. Evans began his private equity career in 1992 at Merrill Lynch Capital Partners, the predecessor firm of Stonington, which was a wholly owned subsidiary of Merrill Lynch. Mr. Evans received an A.B. from Harvard University and an M.B.A. from the University of Chicago Graduate School of Business.

Ramzi M. Musallam has served as a member of our board of directors, the board of directors of the parent and the board of managers of the parent LLC since August 2007. Mr. Musallam is a partner at Veritas Capital, which he has been associated with since 1997. He is a member of the boards of directors of DynCorp International Inc., Vangent, Inc. and several private companies. Mr. Musallam holds a Bachelor’s degree from Colgate University with a major in Economics and Mathematics and a Masters degree in Business Administration from the University of Chicago Booth School of Business.

Prescott H. Ashe has served as a member of the board of directors of the parent and the board of managers of the parent LLC since August 2007. Since 2000, he has been a Managing Director of Golden Gate Capital. Prior to joining Golden Gate, Mr. Ashe was an investment professional at Bain Capital, which he initially joined in 1991. Prior to Bain Capital, Mr. Ashe was a consultant at Bain & Company. Mr. Ashe received his J.D. from Stanford Law School and his Bachelor of Science in Business Administration from the University of California at Berkeley. He is currently a director of several other private companies in which Golden Gate is an investor.

Joe Benavides has served as a member of the board of directors of the parent and the board of managers of the parent LLC since August 2007. Mr. Benavides is a Principal at Veritas Capital. Prior to joining Veritas Capital, Mr. Benavides was a Managing Director at The Blackstone Group. Prior to Blackstone, Mr. Benavides was most recently a Vice President in the Financial Sponsors Group at Credit Suisse First Boston. Mr. Benavides received a B.S. in Economics with a concentration in Finance from the Georgia Institute of Technology and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania.

Bradley J. Gross has served as a member of the board of directors of the parent and the board of managers of the parent LLC since August 2007.  Mr. Gross is a Managing Director in the Principal Investment Area of Goldman, Sachs & Co., where he has led and executed investments in a wide range of industries, including aerospace, consumer products, retail, healthcare, and financial institutions, a position he has held since 2007. Mr. Gross also has experience investing both within and outside the U.S., including positions in both the Hong Kong and Tokyo offices of Goldman, Sachs & Co.  He first joined Goldman, Sachs & Co. in 1995.  Mr. Gross received a B.A. from Duke University and an M.B.A. from the Stanford University Graduate School of Business. He currently serves on the board of directors of MoneyGram International, Inc., Griffon Corporation, Capmark Financial Group, and several other private companies in which Goldman, Sachs & Co. is an investor.

John D. Knoll has served as a member of the board of directors of the parent and the board of managers of the parent LLC since August 2007. Since 2000, Mr. Knoll has been an employee of Golden Gate Capital, where he serves as  a Principal. Prior to Golden Gate, Mr. Knoll worked at Covad Communications as a product manager. Prior to joining Covad, Mr. Knoll was a Consultant with Bain & Company, and worked in its private equity group.  Mr. Knoll holds an M.B.A. from Stanford University Graduate School of Business and a M.S. and B.S. in Industrial Engineering from Stanford University. He is currently a director of several other private companies in which Golden Gate is an investor.

80

Board Composition

The board of directors of the parent and the board of managers of the parent LLC is composed of eight directors. Pursuant to a limited liability company agreement among the Sponsors, certain members of our management and the parent LLC, (i) Veritas Capital has the right to elect four members of the board of directors of the parent and the board of managers of the parent LLC, (ii) Golden Gate has the right to elect two members of the board of directors of the parent and the board of managers of the parent LLC, (iii) GS Direct has the right to elect one member of the board of directors of the parent and the board of managers of the parent LLC and (iv) our chief executive officer serves as a member of the board of directors of the parent and the board of managers of the parent LLC during the term of his employment. The rights of Veritas Capital, Golden Gate and GS Direct to elect members of the board of directors of the parent and the board of managers of the parent LLC are subject to such entities holding certain specified percentages of the equity interests of the parent LLC.

We provide director and officers liability insurance for our officers and directors, directors of the parent and managers of the parent LLC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity or insider participation in compensation decisions.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

On August 15, 2007, the date of the Acquisition, we ceased being a public company subject to SEC and NASDAQ rules.  Prior to that date, we had a Compensation Committee of our Board of Directors composed solely of independent directors that was responsible for the decisions regarding executive compensation.

Subsequent to the Acquisition, the new Board of Directors, or the “Board,” became responsible for the oversight of our executive compensation programs and policies.  The Board is composed of three non-employee directors and two executive officers.  The executive officers on the Board are excluded from the decision making process with respect to themselves.  Responsibilities of the Board with respect to executive compensation include the suggestion, review and approval of the following items:

- Executive compensation strategy and philosophy;

- Compensation arrangements for executive management, including salary and bonus;

- Design and implementation of our equity incentive program;

- Executive benefits and perquisites; and

- Any other executive compensation or benefit related items.

General Policies

Our compensation programs are intended to enable us to attract, motivate, reward and retain the management talent required to achieve our corporate objectives, and thereby increase shareholder value.  The Board considers that executive compensation should not only be competitive in amount, but also be closely aligned with the long-term interests of the stakeholders which the Board represents while encouraging long-term executive retention.  It is our policy to provide incentives to our senior management to achieve both short-term and long-term objectives and to reward exceptional performance and contributions to the development of our business.  To attain these objectives, our executive compensation program includes a competitive base salary, an incentive cash bonus and equity-based compensation.

From time to time, the Board may utilize the services of independent consultants to perform analyses and to make recommendations to the Board relative to executive compensation matters.  During 2008, the Board was not advised by a compensation consultant regarding compensation matters.  No compensation consultant is paid on a retainer basis.  The recommendations of the Chief Executive Officer are also solicited by the Board with respect to compensation for named executives other than the Chief Executive Officer.  “Named executives” refers to those executive officers named on the Summary Compensation Table that immediately follows this discussion, other than Harvey R. Blau, whose employment with us ceased upon the consummation of the Acquisition.

81

Base Salary

Each of the named executives is a party to an employment agreement with the Company.  Salary is based on an executive’s level of responsibility and experience, individual performance and vulnerability to recruitment by other companies.  In 2008, the Board adjusted the base salaries of each executive based on changes in the marketplace, the general cost of living and each executive’s individual performance.  The average base salary increase in 2008 for our named executive officers was 5%.

Incentive Bonus Plan

The purpose of the incentive bonus plan is to reward participating executives for achieving the annual goals of the Company which in turn allow it to achieve its long-term goal of enhancing shareholder value.  The Board uses Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, to measure the performance of the Company.  EBITDA is adjusted for certain items that the Board believes are outside of the control of the executives and therefore should not be used as a measurement of achievement.  These items include stock-based compensation, certain expenses related to the Acquisition, advisory fees paid to the Sponsors, certain adjustments arising solely as a result of the Acquisition and the impact of fair value adjustments of our assets and liabilities and restructuring costs.  Our Chief Executive Officer and Executive Vice President each receive, pursuant to their employment agreements, an annual bonus of between 50% and 150% of his base salary based upon our achievement of certain Adjusted EBITDA targets established by our Board.  At the beginning of each fiscal year, the Board establishes a target Adjusted EBITDA based on management projections.  Each of the aforementioned executives receives a bonus of 100% of base salary if the target is achieved, 50% of base salary for a minimum acceptable Adjusted EBITDA level and 150% of base salary for achievement of a maximum target Adjusted EBITDA.  The Board believes these targets are aggressive but achievable, requiring strong performance and execution.  Other named executive officers receive discretionary annual bonuses that are based on this same Adjusted EBITDA target.  These bonuses are suggested by the Chief Executive Officer and approved by the Board based not only on the achievement of targets, but also the respective individual’s performance.

Parent LLC Class A Member Interests

In connection with the Merger, certain members of management were invited to invest in parent LLC, which owns all of  the common stock of our parent.  This permits the executives to share in the increase in the value of the Company and is intended to focus their efforts on our long-term results.  The primary equity interest in parent LLC are the Class A member interests, of which a substantial controlling interest is owned by the Sponsors. The Class A member interests include a special distribution of up to 50% of management’s investment pursuant to the limited liability company operating agreement, providing a special incentive to management not available to the Sponsors. As a group, management owns 5.38% of the Class A membership interests.

Parent LLC Class B Member Interests

Certain members of our management have been granted Class B member interests in the parent LLC.  Pursuant to the terms of the limited liability company operating agreement governing the parent LLC, the holders of Class B member interests are entitled to receive a percentage of all distributions, if any, made by the parent LLC after (x) the holders of the Class A members in the parent LLC, including the Sponsors, have received a return of their invested capital plus a 12% per annum internal rate of return (compounded annually) on their invested capital and (y) certain members of our management that received Class A interests for their capital contributions to the parent LLC have received a special distribution in the aggregate amount of approximately $3.2 million, together with a 12% per annum internal rate of return (compounded annually). The Class B member interests are intended to provide incentive to management to keep focused on the long-term value of the Company.  The member interests were allocated based on the executive’s relative position and responsibilities.  These Class B member interests are non-transferable and vest ratably over five years, which provides a retention incentive.  If and when fully vested, the Class B shares will represent 8.73% ownership in the parent LLC.

Aeroflex Incorporated Employees’ 401(k) Plan

Generally, all employees based in the United States, including the named executive officers, are eligible to participate in the Aeroflex 401(k) plan after they have completed six months of service.  Employees contribute a portion of their salary to the 401(k) plan and the Company matches 50% of the first eight percent of eligible salary an employee contributes to the plan.

82

Executive Benefits and Perquisites

In order to offer a competitive package to attract and retain strong executives, we provide various benefits and perquisites to certain members of management. These include a deferred compensation plan, leased autos, car expenses or car allowances, ten hours personal use of company jet timeshare (with reimbursement by the employee of the minimum amount of income imputed for such use as determined under applicable Federal and State rules and regulations), an executive medical reimbursement plan and split dollar life insurance agreements.  Each executive receives a different package of benefits.

Post-termination Benefits

Certain of the named executives have terms in their employment contracts which provide for payments upon termination.  The Chief Executive Officer also receives a consulting agreement for three years following his termination at two-thirds of his salary plus bonus and certain benefits.  See “2008 Potential Payments Upon Termination or Change in Control.”

Two of the executives are due lump sum payments in exchange for giving up their change in control rights to a Supplemental Executive Retirement Plan that was terminated at the time of the Acquisition.

Tax and Accounting Implications

As part of its responsibilities with respect to executive compensation, the Board considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which, in some circumstances, limits the Company’s tax deduction for compensation to certain individuals to $1,000,000 per year.  Since the Company was privately held as of December 31, 2008, it was not subject to Section 162(m).  In past years, when the Company’s stock was publicly traded and Section 162(m) was applicable, the relevant executives were subject to employment contract terms which required them to defer any compensation in excess of the $1,000,000 to a Deferred Compensation Plan.  Such deferral would be payable to the employee upon termination of employment and under certain other circumstances.  Once we are subject to Section 162(m) again, we will once again address these limits.

83

Summary Compensation Table

The following table sets forth information with respect to our Chief Executive Officer, Chief Financial Officer, each of the three other most highly compensated executive officers and the former Chief Executive Officer for fiscal 2008 in each case excluding any pre-Acquisition equity based compensation.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary (1)		Bonus ($)		Stock Awards  ($) (2)		Option Awards  ($)		Non-Equity Incentive Plan Compensation  ($) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)		All Other Compensation ($) (5)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Leonard Borow President and Chief Executive Officer		2008 2007	$	522,452 446,406	$	- -	$	3,360,688 -	$	- -	$	658,193 2,057,097	$	45,000 636,723	$	21,734,585 33,464	$	26,320,918 3,173,690
John Buyko Executive Vice President and President of Aeroflex Microelectronic Solutions		2008 2007	$	422,467 340,158	$	- 600,250	$	2,800,573 -		- -	$	532,823 -	$	- -	$	119,050 7,500	$	3,874,913  947,908
John Adamovich, Jr. Senior Vice President, Chief Financial Officer and Secretary		2008 2007	$	437,114 423,534	$	360,000 400,000	$	448,092 -		- -		- -	$	1,183 -	$	68,064 8,800	$	1,314,453  832,334
Charles Badlato Vice-President —  Treasurer		2008 2007	$	250,546 251,280	$	180,000 200,250	$	168,034 -		- -		- -	$	4,257 34,053	$	3,167,480 16,580	$	3,770,317  502,163
Carl Caruso Vice-President —  Manufacturing		2008 2007	$	285,334 307,549	$	215,000 240,250	$	168,034 -		- -		- -	$	- -	$	666,035 19,486	$	1,334,403 567,285
Harvey R. Blau Former Chairman and Chief Executive Officer		2008 2007	$	89,527 350,792	$	- -	$	- -	$	- -	$	- 2,057,097	$	39,215  532,630	$	6,723,947 30,421	$	6,852,689 2,970,940

_______________________

(1) “Salary” includes contributions to our 401(k) Plan by each of the executive officers listed below for fiscal 2008 and 2007, as follows:

Name	2008		2007
Leonard Borow	$	20,500	$	20,500
John Buyko		15,500		15,500
John Adamovich, Jr.		29,115		23,587
Charles Badlato		15,707		15,435
Carl Caruso		19,977		21,409
Harvey R. Blau		-		-

(2) “Stock Awards” includes the value of parent LLC Class B Member Interests awarded to the named executives.  The amounts disclosed are based on the grant date fair value of the entire award as calculated in accordance with SFAS No. 123(R).  The Class B member interests vest ratably over five years.

(3) “Non-Equity Incentive Plan Compensation” includes incentive bonuses payable to the certain executives based on operating results  pursuant to their respective employment agreements.  The compensation identified in this column for fiscal 2008 was based on the achievement of a targeted level of Adjusted EBITDA, as defined by the employment agreements.

84

(4) “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” for Fiscal 2008 does not reflect earnings on the deferred compensation balances of Messrs. Borow and Blau, as their balances decreased by $35,173 and $28,641, respectively.

(5)           “All Other Compensation” for fiscal 2008 includes:

(i) for Mr. Borow, (a) a payment for a covenant not to compete of $3,700,000, made in connection with the Acquisition, (b) a one-time bonus award in connection with the Acquisition of $886,590, (c) a payment of $14,085,887, including interest through June 30, 2008, due in exchange for relinquishing his change in control rights under a Supplemental Executive Retirement Plan that was terminated at the time of the Acquisition, (d) a tax gross-up, on the amount specified in (c) above, of $1,903,130, (e) the $1,112,248 fair value, as calculated in accordance with SFAS No. 123(R), of a discount on the purchase of parent LLC Class A member interests in the form of a special distribution, (f) $25,749 imputed value of a leased automobile, and (g) other compensation and perquisites, none of which individually exceeded $10,000;

(ii) for Mr. Buyko, (a) the $111,225 fair value, as calculated in accordance with SFAS No. 123(R), of a discount on the purchase of parent LLC Class A member interests in the form of a special distribution and (b) other compensation and perquisites, none of which individually exceeded $10,000;

(iii) for Mr. Adamovich, (a) the $55,612 fair value, as calculated in accordance with SFAS No. 123(R), of a discount on the purchase of parent LLC Class A member interests in the form of a special distribution and (b) $12,452 in company matching funds under the Aeroflex Incorporated Employees’ 401(k) Plan;

 (iv)  for Mr. Badlato, (a) the $22,245 fair value, as calculated in accordance with SFAS No. 123(R), of a discount on the purchase of Parent LLC Class A member interest in the form of a special distribution, (b) a payment of $3,128,276, including interest through June 30, 2008, due in exchange for relinquishing his change in control rights under a Supplemental Executive Retirement Plan that was terminated at the time of the Acquisition, and (c) other compensation and perquisites, none of which individually exceeded $10,000;

(v) for Mr. Caruso, (a) a one-time bonus award in connection with the Acquisition of $648,450, and (b) other compensation and perquisites, none of which individually exceeded $10,000; and

(vi) for Mr. Blau, (a) a severance payment of $4,266,839 in connection with the change in control which occurred as a result of the Acquisition and his subsequent retirement in accordance with his employment agreement, (b) a tax gross-up, on the amount specified in (a) above, of $2,424,028, (c) $26,794 imputed value of a leased automobile, and (d) other compensation and perquisites, none of which individually exceeded $10,000.

Employment Agreements

We are a party to employment agreements with each of our executive officers, the terms of which are set forth below.

Leonard Borow

We are a party to an employment agreement with Mr. Borow, our President and Chief Executive Officer, which expires on August 15, 2012. Mr. Borow currently receives a base salary of $555,000 and an annual bonus of between 50% and 150% of his base salary based upon our achievement of certain EBITDA targets established by our board of directors.

Mr. Borow’s employment agreement provides for a three-year consulting period after the termination of employment by expiration of the contract term, mutual agreement or retirement, during which time Mr. Borow will receive consulting payments in an annual amount equal to two-thirds of his last annual base salary.

85

In the event that we terminate the employment of Mr. Borow without cause or Mr. Borow terminates his employment for good reason (as defined in the employment agreement), Mr. Borow is entitled to receive his salary, an annual bonus and continuation of health benefits for the remainder of the contract term. For this purpose, the annual bonus will be calculated based on the average of Mr. Borow’s highest annual bonuses for a period not to exceed three years during the fiscal years (for a period not exceeding 10 years) commencing after August 15, 2007. In the event Mr. Borow’s employment is terminated for cause (as defined in the employment agreement), Mr. Borow will not be entitled to any severance benefits other than his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award. In the event of Mr. Borow’s death or disability, Mr. Borow or his beneficiary or estate is entitled to receive his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award, and Mr. Borow or his beneficiary or estate is also entitled to any annual bonus for the current fiscal year based on our performance, prorated to the date of termination. In the event Mr. Borow’s employment terminates due to retirement, Mr. Borow shall be entitled to his salary through the date of termination, unused vacation, a prorated amount of any annual bonus for the fiscal year in which he retired and any benefits that have vested in accordance with the terms of the applicable award.

Mr. Borow is subject to non-competition and non-solicitation restrictions until the later of (i) August 15, 2012 and (ii) two years following the later of (a) the termination of his employment for any reason and (b) the three-year consulting period. In addition, we will provide Mr. Borow with a tax gross-up payment to cover any excise tax due under Sections 280G and 4999 of the Internal Revenue Code.

John Buyko

We are a party to an employment agreement with Mr. Buyko, our Executive Vice President, which provides for a term of employment ending August 15, 2012. Under the agreement, Mr. Buyko currently receives an annual salary of $450,000 and is eligible to receive an annual bonus of between 50% and 150% of his annual salary based upon the achievement of certain EBITDA targets established by our board of directors. Our board of directors will review Mr. Buyko’s salary annually and may increase (but not decrease without his consent) Mr. Buyko’s salary in its discretion. In the event that we terminate the employment of Mr. Buyko without cause or Mr. Buyko terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive (i) his salary for the remainder of the employment term at the rate in effect immediately prior to such termination, (ii) continuation of health benefits until the earlier of December 31st of the second year following his termination of employment or his commencement of full-time employment with a new employer and (iii) annual bonuses for the remainder of the employment term (including a prorated bonus for any partial fiscal year) equal to the average of the highest annual bonuses for a period not to exceed three years awarded to him during the fiscal years (for a period not exceeding 10 years) commencing after August 15, 2007. In the event that we terminate the employment of Mr. Buyko for cause (as defined in the employment agreement), he is entitled to receive his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award. In the event of termination upon Mr. Buyko’s death or disability, Mr. Buyko or his beneficiary or estate is entitled to receive his salary through the date of determination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award, and he is also entitled to any annual bonus for the current fiscal year based on our performance, prorated to the date of termination.

In addition, Mr. Buyko is subject to non-competition and non-solicitation restrictions until the later of (i) the period during which Mr. Buyko is entitled to receive severance payments pursuant to the employment agreement and (ii) one year following the termination of his employment for any reason.

John Adamovich

We are a party to an employment agreement with Mr. Adamovich, our Senior Vice President, Chief Financial Officer and Corporate Secretary, which provides for a term of employment ending December 31, 2009. Under the agreement, Mr. Adamovich currently receives an annual salary of $440,000.  In the event that we terminate the employment of Mr. Adamovich within two years following a change in control (as defined in the employment agreement) without cause or Mr. Adamovich terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive (i) a lump sum severance payment, up to the maximum amount deductible under Sections 280G and 4999 of the Internal Revenue Code, of 2.5 times the sum of his base salary and average annual bonuses received for our last three fiscal years, (ii) continuation of health benefits until December 31st of the second year following his termination of employment, and (iii) a pro-rata bonus for the year of termination.

In the event that we terminate the employment of Mr. Adamovich without cause, or if  Mr. Adamovich terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive his salary and benefits for one year following termination of employment. In the event of termination upon death or due to disability, Mr. Adamovich or his beneficiary or estate is entitled to receive 50% of his salary for one year following termination of employment.

86

Charles Badlato

We are a party to an employment agreement with Mr. Badlato, our Vice President – Treasurer, under which Mr. Badlato’s term of employment will continue until we give him, or he gives us, written notice of an intention to terminate his employment upon a specified date. Under the agreement, Mr. Badlato currently receives an annual salary of $250,000.

In the event that we terminate the employment of Mr. Badlato without cause, or if  Mr. Badlato terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive his salary and benefits for one year following termination of employment. In the event of termination upon death or due to disability, Mr. Badlato or his beneficiary or estate is entitled to receive 50% of his salary for one year following termination of employment.

Carl Caruso

We are a party to an employment agreement with Mr. Caruso, our Vice President of Manufacturing, under which Mr. Caruso’s term of employment will continue until we give him, or he gives us, written notice of an intention to terminate his employment upon a specified date. Under the agreement, Mr. Caruso currently receives an annual salary of $290,000.  Prior to January 1, 2008, Mr. Caruso was paid the lump sum of $648,450 as consideration for the release of his option to terminate his employment upon our Acquisition by the parent on August 15, 2007.

In the event that we terminate the employment of Mr. Caruso without cause, Mr. Caruso is entitled to receive a sum of $552,190, increased at the rate of 5% annually, from January 1, 2008 up to the date of termination which shall be paid in one lump sum payment to be made within thirty days after the date of termination.  In the event of termination upon death, due to disability, or for cause (as defined in the employment agreement), Mr. Caruso or his beneficiary is entitled to receive the sum of $552,190, increased at the rate of 5% annually, from January 1, 2008 up to the date of termination, payable over a three year period beginning the first full month after the termination date.

Additional information with respect to potential payments to the executive officers pursuant to their respective employment agreements is contained below in “2008 Potential Payments Upon Termination or Change in Control.”

FISCAL 2008 GRANTS OF PLAN-BASED AWARDS

		Estimated future payouts under						Estimated future payouts under						All other			All other
		non-equity incentive plan awards						equity incentive plan awards						stock			option		Exercise
														awards:			awards:		or base
Name	Grant													Number			Number		price of
	date	Threshold		Target		Maximum		Threshold		Target		Maximum		of shares			of securities		option
		($)		($)		($)			(#)		(#)		(#)	of stock			underlying		awards
														or units			options		($/Sh)
															(#)			(#)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)		(k)
Leonard Borow	09/13/07		-		-		-		-		-		-		3.00	%		-		-
John Buyko	09/13/07		-		-		-		-		-		-		2.50	%		-		-
John Adamovich, Jr.	10/26/07		-		-		-		-		-		-		0.40	%		-		-
Charles Badlato	10/26/07		-		-		-		-		-		-		0.15	%		-		-
Carl Caruso	10/26/07		-		-		-		-		-		-		0.15	%		-		-
Harvey R. Blau	-		-		-		-		-		-		-		-			-		-

Certain members of our management have been granted Class B member interests in parent LLC.  Pursuant to the terms of parent LLC’s limited liability operating agreement, the holders of the Class B member interests are entitled to receive a percentage of all distributions, if any, made by parent LLC after the Class A members, including the Sponsors, receive a return of their invested capital and the aforementioned special distribution, where applicable, plus a 12% annual return.  The Class B member interests are intended to provide incentive to management to keep focused on the long-term value of the Company.  These Class B member interests vest over five years.  The number of units disclosed in the table is the percentage share of overall equity interests in the parent LLC represented by these awards.

87

OUTSTANDING EQUITY AWARDS AT JUNE 30, 2008

																			Equity
																	Equity		incentive
					Equity												incentive		plan awards:
					incentive												plan awards:		Market or
					plan awards:										Market		Number of		payout
	Number of		Number		Number of							Number of			value of		unearned		value of
	securities		of securities		securities			Option		Option		shares or			shares or		shares, units		unearned
Name	underlying		underlying		underlying			exercise		expiration		units of			units of		or other		shares,
	unexercised		unexercised		unexercised			price		date		stock that			stock that		rights that		units or
	options		options		unearned			($)				have not			have not		have not		other rights
		(#)		(#)	options							vested			vested		vested		that have
	Exercisable		Unexercisable			(#	)						(#)		($)			(#)	not vested
																			($)
(a)	(b)		(c)		(d)			(e)		(f)		(g)			(h)		(i)		(j)
Leonard Borow		-		-		-			-		-		3.00	%		-		-		-
John Buyko		-		-		-			-		-		2.50	%		-		-		-
John Adamovich, Jr.		-		-		-			-		-		0.40	%		-		-		-
Charles Badlato		-		-		-			-		-		0.15	%		-		-		-
Carl Caruso		-		-		-			-		-		0.15	%		-		-		-
Harvey R.Blau		-		-		-			-		-		-			-		-		-

Certain members of our management have been granted Class B member interests in parent LLC.  Pursuant to the terms of parent LLC’s limited liability operating agreement, the holders of the Class B member interests are entitled to receive a percentage of all distributions, if any, made by parent LLC after the Class A members, including the Sponsors, receive a return of their invested capital and the aforementioned special distribution, where applicable, plus a 12% annual return.   These Class B member interests vest over five years.  The number of units disclosed in the table is the percentage share of overall equity interests in the parent LLC represented by these awards.  These Class B member interests represent profit interests in parent LLC.  The liquidation value of these interests at June 30, 2008 was zero.

FISCAL 2008 OPTION EXERCISES AND STOCK VESTED

	Option Awards				Stock Awards
	Number of Shares		Value Realized		Number of Shares		Value Realized
Name	AcquiredonExercise(#)		onExercise($)		AcquiredonVesting(#)		onExercise($)
(a)	(b)		(c)		(d)		(e)
Leonard Borow		1,710,450		9,317,229		-		-
John Buyko		908,334		4,211,943		-		-
John Adamovich, Jr.		250,000		945,000		5,000		72,500
Charles Badlato		292,659		1,679,002		-		-
Carl Caruso		254,919		1,360,917		-		-
Harvey R. Blau		2,129,653		11,536,690		-		-

88

2008 PENSION BENEFITS

						Present Value of
				Number of Years		Accumulated		Payments During
Name	PlanName			CreditedService(#)		Benefit($)		LastFiscalYear($)
(a)	(b)			(c)		(d)		(e)
Leonard Borow		(1	)		30		-	$	-
John Buyko		-			-		-		-
John Adamovich, Jr.		-			-		-		-
Charles Badlato		(1	)		20		-		-
Carl Caruso		-			-		-		-
Harvey R. Blau		(1	)		27		-	$	9,628,630

       1) Aeroflex Incorporated Supplemental Executive Retirement Plan

               Effective January 1, 1994, we established the Aeroflex Incorporated Supplemental Executive Retirement Plan (“SERP”) for certain of our officers.

The Normal Retirement Age under the SERP is 70.  The SERP would provide an annual benefit of 50% of Final Average Pay. “Final Average Pay” means the average of the three highest paid calendar years out of the last ten prior to retirement.  Benefits are also payable, on a reduced basis, for early retirement after the sum of a participant’s age and years of service equals 70 and the participant attains age 55.  Retirement benefits are payable for life, with a guarantee of 10 years of payments.  In addition, the SERP provides a pre-retirement death benefit payable for 10 years to the participant’s beneficiary and a disability benefit with a guarantee of 10 years of payment; provided that any disability benefit shall be reduced by the amount of the disability benefit payable under the participant’s employment agreement, if any.

The Acquisition constituted a change in control that accelerated the vesting of benefits under our SERP in the event of   a termination of employment of the participants in the SERP on or prior to August 15, 2008. The SERP was amended to provide that no additional benefits are earned after August 31, 2007. The Company entered into an employment agreement with Mr. Borow on August 15, 2007 and amended its employment agreement with Mr. Badlato in July 2008.  The employment agreements provide, among other terms, that if Messrs. Borow and Badlato remain employed beyond August 15, 2008, certain specified payments, approximating the benefits earned by each of them respectively, under the SERP, plus 6% interest per annum from August 15, 2007, would be payable to them in full satisfaction of the benefits payable under the SERP, payable the earlier of December 31, 2008 to January 5, 2009 or upon specified events. The aggregate liability of the company to Messrs. Borow and Badalto under the SERP, including the related interest, was $14,085,887 and $3,128,276, respectively, at June 30, 2008. These amounts have been reported as “All Other Compensation” in the summary compensation table.

2008 NON-QUALIFIED DEFERRED COMPENSATION

	Executive		Registrant		Aggregate			Aggregate		Aggregate
	Contributions in		Contributions		Earnings			Withdrawals/		Balance
Name	LastFY($)		inLastFY($)		inLastFY($)			Distributions($)		atLastFYE($)
(a)	(b)		(c)		(d)			(e)		(f)
Leonard Borow	$	-	$	-	$	(35,173	)	$	2,924,840	$	-
John Buyko		-		-		-			-		-
John Adamovich, Jr.		-		50,000		4,211			-		105,648
Charles Badlato		-		-		-			-		-
Carl Caruso		-		-		-			-		-
Harvey R. Blau	$	-	$	-	$	10,574		$	4,278,614	$	-

89

The Company had a Deferred Compensation Plan for Messrs. Borow and Blau that was terminated with the consummation of the Acquisition on August 15, 2007.  This plan required them to defer any salary and bonus in excess of $1 million each year.  These deferrals were deposited in various mutual funds with income or losses being recorded to the liability.  No amounts were deferred for fiscal 2008.  During fiscal 2008, the balance for Messrs. Borow and Blau decreased in value due to changes in market valuations by $35,173 and $28,641, respectively.  The balances were paid in full in August and September of 2007.

In 1999, Mr. Blau deferred a portion of his bonus in the form of 118,833 shares of our common stock.  The increase in the value of these shares during fiscal 2008 was $39,215.  These shares were issued to Mr. Blau in connection with the Acquisition.

In accordance with a December 1, 2006 amendment to the employment contract of Mr. Adamovich, we have or will credit to a book reserve $50,000 beginning December 1, 2006 and each successive December 1 that he is employed by us.  This money is notionally invested in bonds, mutual funds or securities as agreed upon by our board of directors and Mr. Adamovich.  For fiscal 2008 we credited the book reserve by $50,000 and the balance accrued $4,211 of notional interest.  The Summary Compensation Table reflects the excess of these notional earnings over earnings calculated at a market rate of 120% of the applicable federal long term rate.

2008 ACTUAL PAYMENTS  MADE UPON CHANGE IN CONTROL

The Acquisition was considered a change in control event, which resulted in the acceleration or payment of certain benefits.  The vesting of certain restricted stock and stock options was accelerated.  Benefits under the Supplemental Executive Retirement Plan became fully vested.  Previously earned, but deferred, compensation became payable and certain severance and other payments were made.

Mr. Borow is due a payment of $14,085,887, including interest through June 30, 2008, in exchange for relinquishing his change in control rights under a Supplemental Executive Retirement Plan that was terminated at the time of the Acquisition.  Further, on January 2, 2008, he received a one-time bonus award in connection with the Acquisition of $886,590 and payments totaling $2,924,840 of previously earned, but deferred, compensation in August and September 2007.  Certain of these payments are subject to excise tax and, in accordance with his employment agreement, Mr. Borow will receive a tax gross-up payment of $1,903,130.

Mr. Buyko had unvested options for which the vesting was accelerated pursuant to the change in control which provided him with a gain of $595,000.

Mr. Adamovich had unvested options and unvested restricted stock for which the vesting was accelerated pursuant to the change in control which provided him with gains of $708,750 and $72,500, respectively.

Mr. Badlato is due a payment of $3,128,276, including interest through June 30, 2008, in exchange for relinquishing his change in control rights under a Supplemental Executive Retirement Plan that was terminated at the time of the Acquisition.  Further, he had unvested options for which the vesting was accelerated pursuant to the change in control as a result of the Acquisition which provided him with a gain of $39,625.

Mr. Caruso received a one-time bonus award in connection with the Acquisition of $648,450.  Further, he had unvested options for which the vesting was accelerated pursuant to the change in control which provided him with a gain of $39,625.

Mr. Blau received a severance payment of $4,266,839 in connection with the change in control  as a result of the Acquisition and his subsequent retirement in accordance with his employment agreement.  Further, he received payments totaling $4,278,614 of previously earned, but deferred, compensation.  Certain of these payments are subject to excise tax and, in accordance with his employment agreement, Mr. Blau received a tax gross-up payment of $2,424,028.

 2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Leonard Borow

Mr. Borow’s employment agreement provides for a three-year consulting period after the termination of employment by expiration of the contract term, mutual agreement or retirement, during which time Mr. Borow will receive consulting payments in an annual amount equal to two-thirds of his last annual base salary. Based on his current salary, he would receive monthly payments of $30,833.

90

In the event that we terminate the employment of Mr. Borow without cause or Mr. Borow terminates his employment for good reason (as defined in the employment agreement), Mr. Borow is entitled to receive his salary, an annual bonus and continuation of health benefits for the remainder of the contract term. For this purpose, the annual bonus will be calculated based on the average of Mr. Borow’s highest annual bonuses for a period not to exceed three years during the fiscal years (for a period not exceeding 10 years) commencing after August 15, 2007. As of June 30, 2008, this lump sum severance would aggregate $5,008,991.  In the event Mr. Borow’s employment is terminated for cause, Mr. Borow will not be entitled to any severance benefits other than his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award. In the event of Mr. Borow’s death or disability, Mr. Borow or his beneficiary or estate is entitled to receive his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award, and Mr. Borow or his beneficiary or estate is also entitled to any annual bonus for the current fiscal year based on our performance, prorated to the date of termination. In the event Mr. Borow’s employment terminates due to retirement, Mr. Borow shall be entitled to his salary through the date of termination, unused vacation, a prorated amount of any annual bonus for the fiscal year in which he retired and any benefits that have vested in accordance with the terms of the applicable award.

Mr. Borow is subject to non-competition and non-solicitation restrictions until the later of (i) August 15, 2012 and (ii) two years following the later of (a) the termination of his employment for any reason and (b) the three-year consulting period. In addition, we will provide Mr. Borow with a tax gross-up payment to cover any excise tax due under Sections 280G and 4999 of the Internal Revenue Code.

John Buyko

In the event that we terminate the employment of Mr. Buyko without cause or Mr. Buyko terminates his employment for good reason, he is entitled to receive (i) his salary for the remainder of the employment term at the rate in effect immediately prior to such termination, (ii) continuation of health benefits until the earlier of December 31st of the second year following his termination of employment or his commencement of full-time employment with a new employer and (iii) annual bonuses for the remainder of the employment term (including a prorated bonus for any partial fiscal year) equal to the average of the highest annual bonuses for a period not to exceed three years awarded to him during the fiscal years (for a period not exceeding 10 years) commencing after August 15, 2007.  As of June 30, 2008, this lump sum severance would aggregate $4,057,847.  In the event that we terminate the employment of Mr. Buyko for cause, he is entitled to receive his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award. In the event of termination upon Mr. Buyko’s death or disability, Mr. Buyko or his beneficiary or estate is entitled to receive his salary through the date of termination, unused vacation and any benefits that have vested in accordance with the terms of the applicable award, and he is also entitled to any annual bonus for the current fiscal year based on our performance, prorated to the date of termination.

In addition, Mr. Buyko is subject to non-competition and non-solicitation restrictions until the later of (i) the time period during which Mr. Buyko is entitled to receive severance payments pursuant to the employment agreement and (ii) one year following the termination of his employment for any reason.

John Adamovich

In the event that we terminate the employment of Mr. Adamovich within two years following a change in control without cause or Mr. Adamovich terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive (i) a lump sum severance payment, (up to the maximum amount deductible under Sections 280G and 4999 of the Internal Revenue Code), of 2.5 times the sum of his base salary and average annual bonuses received for our last three fiscal years, (ii) continuation of health benefits until December 31st of the second year following his termination of employment, and (iii) a pro-rata bonus for the year of termination.  As of June 30, 2008, this lump sum severance would aggregate $1,983,333.

In the event that we terminate the employment of Mr. Adamovich without cause, or if  Mr. Adamovich terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive his salary and benefits for one year following termination of employment.  As of June 30, 2008, this lump sum severance payment would aggregate $440,000.

Charles Badlato

In the event that we terminate the employment of Mr. Badlato without cause, or if  Mr. Badlato terminates his employment for good reason (as defined in the employment agreement), he is entitled to receive his salary and benefits for one year following termination of employment.  As of June 30, 2008, this lump sum severance payment would aggregate $250,000. In the event of termination upon death or due to disability, Mr. Badlato or his beneficiary or estate is entitled to receive 50% of his salary for one year following termination of employment.

91

Carl Caruso

In the event the employment of Mr. Caruso is terminated for any reason, Mr. Caruso is entitled to receive a sum of $552,190, increased at the rate of 5% annually, from January 1, 2008 up to the date of termination which shall be paid in one lump sum payment to be made within thirty days after the date of termination.  In the event of termination upon death, due to disability or for cause, Mr. Caruso or his beneficiary or estate is entitled to receive the sum of $552,190, increased at the rate of 5% annually, from January 1, 2008 up to the date of termination, payable over a three year period beginning the first full month after the termination date.

Compensation of Directors

Our directors serve without compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We are a wholly-owned subsidiary of the parent, and an indirect subsidiary of the parent LLC. The parent LLC owns all of the common stock of the parent.

The following table sets forth information with respect to the beneficial ownership of the Class A and Class B interests in the parent LLC by:

• each person who is known by us to beneficially own 5% or more of the outstanding equity of the parent LLC;

• each member of our board of directors, the board of directors of the parent and the board of managers of the parent LLC;

• each of the named executive officers in the “Summary Compensation Table”; and

• all executive officers and directors as a group.

To our knowledge, each of the holders of Class A and Class B interests in the parent LLC listed below has sole voting and investment power as to the interests owned unless otherwise noted.

Name of Beneficial Owner(1)	Percent of Class A Interests(2)			Percent of Class B Interests(2)
Veritas Capital Partners III, L.L.C.(3)(4)		45.1	%		—
Affiliates of Golden Gate Private Equity, Inc.(5)		26.2	%		—
GS Direct(6)		22.0	%		—
Leonard Borow		2.0	%		34.4	%
John Buyko		*			28.7	%
John Adamovich, Jr.		*			4.6	%
Charles Badlato		*			1.7	%
Carl Caruso		*			1.7	%
Robert B. McKeon(7)		45.1	%		—
Hugh Evans		—			—
Ramzi M. Musallam		—			—
Joe Benavides		—			—
Prescott H. Ashe		—			—
John D. Knoll		—			—
Bradley J. Gross		—			—
All executive officers and directors as a group (12 persons)(8)		47.4	%		71.1	%

92

_______________________

* Denotes beneficial ownership of less than 1%.

(1) Except as otherwise indicated, the address for each of the named beneficial owners is 35 South Service Road, P.O. Box 6022, Plainview, New York 11803.

(2) Class A and Class B interests represent approximately 91% and 9% of the parent LLC’s equity interests, respectively.

(3) The address for Veritas Capital Partners III, L.L.C. and Messrs. McKeon, Evans, Musallam and Benavides is c/o The Veritas Capital Fund III, L.P., 590 Madison Avenue, New York, New York 10022. Veritas Capital Partners III, L.L.C. is the general partner of The Veritas Capital Fund III, L.P.

(4) Includes Class A interests held by AX Holding LLC, which is an affiliate of Veritas Capital Partners III, L.L.C.

(5) The address for Golden Gate Private Equity, Inc. and its affiliates is One Embarcadero Center, 39th Floor, San Francisco, California 94111.

(6) The address for GS Direct is 85 Broad Street, New York, New York 10004.

(7) Mr. McKeon, Chairman of the board of directors of the parent LLC, is the President of Veritas Capital Partners III, L.L.C., and as such may be deemed a beneficial owner of the Class A interests owned by Veritas Capital Partners III, L.L.C. and AX Holding LLC. Mr. McKeon disclaims this beneficial ownership except to the extent of his pecuniary interest in The Veritas Capital Fund III, L.P. and the parent LLC.

(8) Includes Class A interests held by Veritas Capital Partners III, L.L.C. and AX Holding LLC, beneficial ownership of which may be deemed to be held by Mr. McKeon, as the President of Veritas Capital Partners III, L.L.C. See footnote 7 above. Mr. McKeon disclaims this beneficial ownership except to the extent of his pecuniary interest in The Veritas Capital Fund III, L.P. and the parent LLC.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Advisory Agreement

At the closing of the Acquisition, we entered into an advisory agreement with affiliates of the Sponsors under which the Sponsors provide certain advisory services to us. As compensation for these services, we paid the Sponsors a one-time transaction fee as of the closing of the Acquisition in the aggregate amount of $22.0 million and we pay (i) an annual advisory fee in the aggregate amount equal to the greater of $2.2 million and 1.8% of our EBITDA for the prior fiscal year (as defined in the Senior Secured Credit Facility) and (ii) transaction fees on all future acquisitions, divestitures, financings and liquidity events, which will be calculated pro rata based upon aggregate equity investments at the time of such future acquisitions, divestitures, financings or liquidity events (taking into account any new investment being made at such time) or, when the Sponsors do not provide any equity investments, based on the value of the transaction. In addition to the fees described above, we also pay or reimburse the Sponsors (i) for all out-of-pocket costs incurred by the Sponsors in connection with their activities under the advisory agreement and (ii) for the reasonable costs and expenses of their respective counsel and advisers in connection with the monitoring of their respective investments in us, any requested amendment or waiver of any investment document, and the sale or disposition of their respective interests in us. The advisory agreement has an initial term expiring on December 31, 2013 and is automatically renewable for additional one year terms thereafter unless we or the Sponsors give notice of non-renewal.  The advisory fees paid to the affiliates of the Sponsors aggregated $2.3 million for fiscal 2009.

Limited Liability Company Agreement

At the closing of the Acquisition, the Sponsors and certain members of our management who purchased equity interests in the parent LLC became parties to a limited liability company agreement with the parent LLC that sets forth provisions relating to the management and ownership of the parent LLC, including the rights of the Sponsors to appoint members of the parent’s board of directors and the board of managers of the parent LLC. See “Management—Board Composition.” In addition, the limited liability company agreement provides for, among other things, restrictions on the transferability of equity of the parent LLC, tag-along rights, drag-along rights, rights of first refusal, preemptive rights and information rights.

93

Without the approval of the Sponsors, subject to certain stated exceptions, the parent LLC may not permit the parent to take certain actions, including:

• a merger, consolidation or liquidation, dissolution or recapitalization (including dividend distributions and reorganizations), public offerings or other liquidity events, until the fifth anniversary of the closing of the Acquisition;

• acquisitions or divestitures in excess of $25.0 million at any time prior to the expiration of the lock-up period applicable to the Sponsors following an initial public offering of the parent;

• the grant, issuance or redemption of capital stock or options at any time prior to the expiration of the lock-up period applicable to the Sponsors following an initial public offering of the parent;

• amendments to the parent’s certificate of incorporation, by-laws, the Senior Secured Credit Facility or the Indenture governing the Notes at any time prior to the expiration of the lock-up period applicable to the Sponsors following an initial public offering of the parent;

• transactions with the Sponsors or affiliates or employees of the Sponsors;

• the hiring, termination or modification of compensation arrangements of our Chief Executive Officer or any of his direct reports at any time prior to the expiration of the lock-up period applicable to the Sponsors following an initial public offering of the parent; and

• the approval of each annual budget (including management bonus programs) and any material deviation from an approved budget at any time prior to the expiration of the lock-up period applicable to the Sponsors following an initial public offering of the parent.

Registration Rights Agreement

At the closing of the Acquisition, the parent LLC became party to a registration rights agreement with the parent. The registration rights agreement granted the parent LLC customary demand and piggyback registration rights for the benefit of the Sponsors and piggyback registration rights for the benefit of certain members of our management.

Issuance of Membership Interests of the Parent LLC

In connection with the closing of the Acquisition, the parent LLC issued an aggregate of $372.0 million of membership interests to the Sponsors. Veritas Capital and an affiliate of Veritas Capital purchased $172.0 million of membership interests, affiliates of Golden Gate purchased $100.0 million of membership interests and GS Direct purchased $100.0 million of membership interests. At the closing of the Acquisition, certain members of our management purchased an aggregate of approximately $6.4 million of membership interests from the parent LLC and after the closing, GS Direct transferred $16.0 million of membership interests to third party investors.

In addition, certain members of our management have been granted Class B interests in the parent LLC. See “Management—Parent LLC Class B Interests.”

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

On August 15, 2007, we entered into a Senior Secured Credit Facility with various lenders and Goldman Sachs Credit Partners L.P., as administrative agent. The following is a summary of the material terms that are contained in the Senior Secured Credit Facility. This description does not purport to be complete and is qualified in its entirety by reference to the provisions of the Senior Secured Credit Facility.

94

Structure.  The Senior Secured Credit Facility consists of a senior secured term loan, or term loan facility, of $525.0 million, and a senior secured revolving credit facility, or revolving credit facility, of $50.0 million, which facilities may be increased by an incremental facility in an aggregate amount of up to $75.0 million under certain circumstances. A portion of the revolving credit facility is available for letters of credit and swing line loans. The full amount of the term loan facility was drawn to pay a portion of the consideration for the Acquisition and fees and expenses related to the Transactions. Subject to customary conditions, including the absence of defaults under the Senior Secured Credit Facility, amounts available under the revolving credit facility may be borrowed, repaid and reborrowed, as applicable until the maturity date thereof. The revolving credit facility is permitted to be used for permitted capital expenditures and permitted acquisitions, to provide for ongoing working capital requirements and for general corporate purposes.

Maturity, Amortization and Prepayment.  The term loan facility amortizes in equal consecutive quarterly installments equal to $1,312,500 (which amount will be increased to the extent all or a portion of the incremental facility is drawn), with the balance payable on August 15, 2014. Unless terminated earlier, the revolving credit facility will mature on August 15, 2013.

The Senior Secured Credit Facility is subject to mandatory prepayment with: (i) 100% (subject to a reduction to 50% upon achievement of certain financial performance measures) of the net cash proceeds of certain asset sales, subject to certain exceptions and reinvestment rights; (ii) 100% of the net cash proceeds of insurance paid on account of any loss of any property or assets, subject to certain reinvestment rights; (iii) 100% of the net cash proceeds of debt incurrences (other than debt incurrences permitted under the Senior Secured Credit Facility); and (iv) a percentage of our excess cash flow, as defined in the Senior Secured Credit Facility, for each year commencing with the fiscal year ending June 30, 2008 (which percentage ranges from 75% to 0% depending upon the ratio of our consolidated secured indebtedness to our EBITDA). Any such prepayments are required to be applied first to the term loan facility and thereafter to the revolving credit facility (without a corresponding reduction in the revolving credit commitments).

Interest.  The loans under the Senior Secured Credit Facility bear interest, at our option, at a rate per annum equal to either: (i) the base rate (as defined in the Senior Secured Credit Facility), plus an applicable margin, or (ii) the adjusted LIBOR rate (as defined in the Senior Secured Credit Facility), plus an applicable margin, which margins are based on the ratio of our consolidated secured indebtedness to our EBITDA. In the case of loans bearing interest at the adjusted LIBOR rate, the applicable margin ranges from (i) 3.00% to 3.25% in the case of certain term loans, (ii) 3.50% to 3.75% in the case of other term loans and (iii) 2.75% to 3.25% in the case of revolving loans. In the case of loans bearing interest at the base rate, the applicable margins are 1.0% less than those listed in clauses (i), (ii) and (iii) above. During the continuance of any payment event of default and, at the election of the required lenders (as defined in the Senior Secured Credit Facility) during the continuance of any other event of default, our Senior Secured Credit Facility loans will bear interest at the rate of 2.00% per annum in excess of the per annum rate that would otherwise be in effect.

Guarantees and Security.  The Senior Secured Credit Facility, and any obligations under any interest rate hedging agreements entered into between any borrower or guarantor and any counterparty that is (or was at the effective date of such hedging agreement) a lender under the Senior Secured Credit Facility (or any affiliate thereof) are guaranteed by the parent and each of its existing and future direct and indirect domestic subsidiaries, other than us, and certain foreign subsidiaries of the parent that would not be treated as controlled foreign corporations with respect to us for U.S. federal income tax purposes, in each case, subject to certain exceptions for immaterial subsidiaries and subsidiaries prohibited by law from becoming guarantors. Subject to certain customary exceptions, the borrowers and the guarantors granted to the lenders under the Senior Secured Credit Facility and counterparties under the hedging agreements described above a first priority security interest in and lien on substantially all of their assets.

Fees.  Certain customary fees are payable to the lenders and the agents under the Senior Secured Credit Facility, including, without limitation, a commitment fee based upon non-use of available funds, letter of credit fees, issuer fronting fees and an annual facility servicing fee.

Covenants.  The Senior Secured Credit Facility contains various customary affirmative and negative covenants (subject to materiality thresholds, baskets, and customary exceptions and qualifications), including, but not limited to, restrictions on the ability of the borrowers and guarantors to (i) dispose of assets or stock; (ii) incur additional indebtedness and guarantee obligations; (iii) pay certain dividends; (iv) create liens on assets; (v) make investments, loans or advances; (vi) restrict distributions to the borrowers or guarantors from their subsidiaries; (vii) engage in mergers or consolidations; (viii) engage in certain transactions with affiliates; (ix) incur additional negative pledges; (x) incur capital expenditures; (xi) change our fiscal year or accounting practices or the lines of business in which we and our subsidiaries are involved; (xii) enter into sale-leaseback transactions; (xiii) prepay principal of, premium, or interest on, or redeem, purchase, retire, defease, or create a sinking fund or make a similar payment with respect to, any subordinated indebtedness and certain other debt; (xiv) change the conduct of business; (xv) conduct activities of any parent holding company or (xvi) amend the merger agreement or organizational documents. In addition, under the Senior Secured Credit Facility, we are required to comply with a maximum total leverage ratio test.

95

Events of Default.  The Senior Secured Credit Facility contains customary events of default (subject to mutually agreed exceptions, thresholds and grace periods), including, without limitation: (i) nonpayment of principal or interest; (ii) failure to perform or observe covenants; (iii) inaccuracy or breaches of representations and warranties; (iv) cross-defaults with certain other indebtedness; (v) certain bankruptcy related events; (vi) impairment of security interests in collateral or invalidity or unenforceability of the Senior Secured Credit Facility documents; (vii) monetary judgment defaults; (viii) certain ERISA matters; and (ix) certain change of control events.

Senior Subordinated Unsecured Credit Facility

On September 21, 2007, we entered into a Senior Subordinated Unsecured Credit Facility with various lenders and Goldman Sachs Credit Partners L.P., as administrative agent. The following is a summary of the material terms that are contained in the Senior Subordinated Unsecured Credit Facility. This description does not purport to be complete and is qualified in its entirety by reference to the provisions of the Senior Subordinated Unsecured Credit Facility.

Structure.  The Senior Subordinated Unsecured Credit Facility consists of a term loan of $120.0 million. The full amount of the Senior Subordinated Unsecured Credit Facility was used to refinance a senior subordinated bridge loan that was drawn to pay a portion of the consideration for the Acquisition and fees and expenses related to the Transactions.

Maturity and Prepayment.  The Senior Subordinated Unsecured Credit Facility will mature and become due in full on February 15, 2015. The Senior Subordinated Unsecured Credit Facility will be subject to mandatory offers to prepay upon the receipt of unapplied asset sale proceeds in excess of $20.0 million and upon a change of control (with a prepayment premium of 1.0%). The Senior Subordinated Unsecured Credit Facility may be prepaid at any time, subject to the payment of certain prepayment premiums.

Interest.  The loans under the Senior Subordinated Unsecured Credit Facility bear interest at a rate per annum equal to 11.75%. Interest is payable on February 15 and August 15 of each year and is payable exclusively in kind until August 15, 2010. During the continuance of any payment event of default, the overdue principal and/or interest will bear interest at the rate of 1.00% per annum in excess of the per annum rate that would otherwise be in effect.

Guarantees.  The Senior Subordinated Unsecured Credit Facility is guaranteed by our existing direct and indirect domestic subsidiaries, and will be guaranteed by all of our future domestic restricted subsidiaries (as defined in the Senior Subordinated Unsecured Credit Facility).

Covenants.  The Senior Subordinated Unsecured Credit Facility contains various customary affirmative and negative covenants (subject to materiality thresholds, baskets, and customary exceptions and qualifications), including, but not limited to, restrictions on the ability of the borrowers and guarantors to (i) incur additional indebtedness; (ii) create liens on assets; (iii) make restricted payments; (iv) restrict distributions to the borrowers or guarantors from their subsidiaries or incur additional negative pledges; (v) designate unrestricted subsidiaries; (vi) engage in asset sales; (vii) engage in certain transactions with affiliates; (viii) change the lines of business in which we and our subsidiaries are involved; (ix) make payments for consents and (x) engage in mergers or consolidations.

Events of Default.  The Senior Subordinated Unsecured Credit Facility contains customary events of default (subject to certain exceptions, thresholds and grace periods), including, without limitation: (i) nonpayment of principal or interest; (ii) failure to perform or observe covenants; (iii) inaccuracy or breaches of representations and warranties; (iv) cross-acceleration with certain other indebtedness; (v) certain bankruptcy related events; (vi) invalidity or unenforceability of guarantees and (vii) monetary judgment defaults.

Subordination.  The indebtedness outstanding under the Senior Subordinated Unsecured Credit Facility is subordinated to the prior payment in full of all senior debt (as defined in the Senior Subordinated Unsecured Credit Facility).

96

DESCRIPTION OF NEW NOTES

General

Aeroflex issued the Original Notes on August 7, 2008 and will issue the New Notes pursuant to an Indenture (the "Indenture"), among the Company, the Guarantors and The Bank of New York Mellon Corporation, as trustee (the "Trustee"). The terms of the New Notes are identical in all material respects to the terms of the Original Notes, except for the transfer restrictions and registration rights relating to the Original Notes. The terms of the New Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The New Notes are subject to all such terms, and Holders of the New Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof. The following description is a summary of the material provisions of the Indenture and does not purport to be complete and is qualified in its entirety by reference to the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because that document, and not this description, defines your rights as holders. The definitions of certain terms used in the following summary are set forth below under "—Certain Definitions" and if not defined below under "—Certain Definitions" have the meaning assigned to them in the Indenture. For purposes of this summary, (i) the term "Company" refers only to Aeroflex and not to any of its Subsidiaries and (ii) the terms "we," "our" and "us" refer to the Company and its consolidated Subsidiaries. References to the "Notes" in this section of the prospectus refers to both the "Original Notes" and the "New Notes", unless otherwise indicated by the context.

Brief Description of the New Notes

The New Notes will be:

· general unsecured obligations of the Company;

· will be effectively subordinated in right of payment to all existing and future secured Indebtedness of the Company, including borrowings under the Senior Secured Credit Facility, to the extent of the value of the collateral securing such Indebtedness;

· will be structurally subordinated to any existing and future Indebtedness and other liabilities of the Company's Foreign Subsidiaries and any future Unrestricted Subsidiaries of the Company;

· pari passu in right of payment with all existing and future senior unsecured Indebtedness of the Company;

· will be senior in right of payment to all existing and any future subordinated Indebtedness of the Company, including borrowings under the Senior Subordinated Unsecured Credit Facility; and

· will be unconditionally guaranteed, jointly and severally, by the Guarantors.

Note Guarantees

The New Notes will be guaranteed by all existing Domestic Subsidiaries of the Company and any future Domestic Subsidiaries that are required to become Guarantors under the Indenture as described below under “Certain Covenants – Additional Note Guarantee.” The Guarantors, as primary obligors, will jointly and severally and unconditionally guarantee, on a senior unsecured basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Company under the Indenture and the New Notes, whether for payment of principal of, or interest on, the New Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture.

Each guarantee of the New Notes:

• will be a general unsecured obligation of the Guarantor;

• will be effectively subordinated to all existing and future secured Indebtedness of that Guarantor, including guarantees of the obligations under the Senior Secured Credit Facility, to the extent of the value of the collateral securing such Indebtedness;

• will be pari passu in right of payment with all existing and any future senior unsecured Indebtedness of that Guarantor; and

97

• will be senior in right of payment to all existing and any future subordinated Indebtedness of that Guarantor, including guarantees of borrowings under the Senior Subordinated Unsecured Credit Facility.

As of September 30, 2008, Aeroflex and the Guarantors had total secured Indebtedness of approximately $519.8 million. As indicated above, payments on the New Notes and under the Note Guarantees will be effectively subordinated to secured Indebtedness to the extent of the value of the assets securing such Indebtedness. The Indenture will permit us and the Guarantors to incur additional secured Indebtedness.

None of the Company’s Unrestricted Subsidiaries or Foreign Subsidiaries will guarantee the New Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. As a result, the New Notes will be structurally subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our non-guarantor Subsidiaries. As of September 30, 2008, the aggregate total assets (based on book value) of our non-guarantor subsidiaries were $259 million, representing approximately 18% of our total assets. In addition, 24% of our total liabilities were attributable to our non-guarantor subsidiaries as of September 30, 2008. For fiscal 2008, 30% of our net sales was attributable to our non-guarantor subsidiaries. For fiscal 2008, our non-guarantor subsidiaries had a loss from continuing operations of $14.1 million.

As of the date of the prospectus, all of our Subsidiaries are “Restricted Subsidiaries.”  However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our existing and future Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries will not guarantee the New Notes.

The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Aeroflex or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee pursuant to a supplemental Indenture reasonably satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture including, without limitation, the “Asset Sales” provisions of the Indenture.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Aeroflex or a Restricted Subsidiary of Aeroflex, if the sale or other disposition complies with the “Asset Sale” provisions of the Indenture;

(2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Aeroflex or a Restricted Subsidiary of Aeroflex if, following such sale or other disposition, the applicable Guarantor is no longer a Restricted Subsidiary of Aeroflex, if the sale or other disposition complies with the applicable provisions of the Indenture, including, without limitation, the “Asset Sales” provisions of the Indenture;

(3) if Aeroflex designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

98

(4) upon legal defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;

(5) if such Guarantor is also a guarantor or borrower under the Senior Secured Credit Facility and, at the time of release of its Note Guarantee, (x) has been or is currently being released from its guarantee of or obligations under, and all pledges and security, if any, granted in connection with the Senior Secured Credit Facility, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10), (11), (13), (15) or (17) of the second paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”) and (z) does not guarantee any Indebtedness of Aeroflex or any of its Restricted Subsidiaries; or

(6) in the case of any Restricted Subsidiary of Aeroflex which after the date of the Indenture is required to guarantee the Notes pursuant to the covenant described under “—Certain Covenants—Additional Note Guarantees,” the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of Aeroflex or any Restricted Subsidiary of Aeroflex or the repayment of all of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes.

See “—Repurchase at the Option of Holders—Asset Sales,” “—Designation of Restricted and Unrestricted Subsidiaries,” “—Legal Defeasances and Covenant Defeasance” and “—Satisfaction and Discharge.”

Principal, Maturity and Interest

Aeroflex is issuing $225.0 million in aggregate principal amount of New Notes in this exchange offering.  Aeroflex may issue additional Notes under the Indenture from time to time after the date of the Indenture.  The Notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Aeroflex will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on February 15, 2015.

Interest on the Notes will accrue at the rate of 11.75% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2009. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the then applicable interest rate on the Notes. Aeroflex will make each interest payment to the Holders of record on the February 1 and August 1 immediately preceding the applicable interest payment date.

Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the New Notes

If a Holder of Notes has given wire transfer instructions to Aeroflex, Aeroflex will pay all principal, interest and premium on that Holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless Aeroflex elects to make interest payments by check mailed to the Holders of the Notes at their address set forth in the register of holders.

Paying Agent and Registrar for the New Notes

The Trustee will initially act as Paying Agent and Registrar for the New Notes. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the provisions of the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes or similar government charges due on transfer or exchange. Aeroflex will not be required to transfer or exchange any Note selected for redemption. Also, Aeroflex will not be required to transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

99

Optional Redemption

At any time prior to August 15, 2010, Aeroflex may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings by Aeroflex or a contribution to Aeroflex’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of Aeroflex; provided that:

(1) at least 50% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by Aeroflex and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

At any time prior to August 15, 2011, Aeroflex may also redeem all or a part of the Notes, upon not less than 30 or more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the preceding paragraphs, the Notes will not be redeemable at Aeroflex’s option prior to August 15, 2011. Aeroflex is not prohibited by the terms of the Indenture, however, from acquiring the Notes by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

On or after August 15, 2011, Aeroflex may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011		105.875	%
2012		102.938	%
2013 and thereafter		100.000	%

Unless Aeroflex defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

If less than all of the Notes are to be redeemed, the procedures described below under “—Selection and Notice” will apply.

Mandatory Redemption

Aeroflex is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require Aeroflex to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, Aeroflex will offer a payment in cash (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, Aeroflex will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the payment date specified in the notice (a “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. Aeroflex will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, Aeroflex will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

100

On the Change of Control Payment Date, Aeroflex will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes validly and properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly and properly tendered and not withdrawn; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by Aeroflex.

The Paying Agent will promptly mail (but in any case not later than 5 days after the Change of Control Payment Date) to each Holder of Notes validly and properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Aeroflex will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

The provisions described above that require Aeroflex to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Holders of the Notes may not require that Aeroflex repurchase or redeem the Notes in the event of a takeover, recapitalization, spin-off or similar transaction.

Aeroflex will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Aeroflex and purchases all Notes validly and properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, they or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Aeroflex and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require Aeroflex to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Aeroflex and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Aeroflex (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by Aeroflex or such Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof. For purposes of this provision (but not the definition of Net Proceeds), each of the following will be deemed to be cash:

101

(a) any liabilities, as shown on Aeroflex’s most recent consolidated balance sheet, of Aeroflex or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement that releases Aeroflex or such Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by Aeroflex or any such Restricted Subsidiary from such transferee that are, within 180 days following receipt thereof, converted (including by way of a financing transaction) by Aeroflex or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(c) any stock or assets of the kind referred to in clauses (3) or (5) of the next paragraph;

(d) any Designated Noncash Consideration received by Aeroflex or any Restricted Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 5.0% of Total Assets at the time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value; and

(e) cash held in escrow as security for any purchase price settlement, for damages in respect of a breach of representations and warranties or certain covenants or for payment of other contingent obligations in connection with the Asset Sale.

Within 450 days after the receipt of any Net Proceeds from an Asset Sale (provided that with respect to clauses (3) and (5) of this paragraph, a binding commitment entered into within such 450 day period shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as such Net Proceeds are applied to satisfy such commitment within 180 days of such commitment; provided further that if any such commitment is cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds), Aeroflex (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided that if such Senior Debt is not secured by a Lien, Aeroflex (or the applicable Restricted Subsidiary, as the case may be) will, equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes, (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Notes to be repurchased or (C) purchasing Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with applicable securities law;

(2) to repay any Indebtedness of any Restricted Subsidiary that is not a Guarantor (other than any Indebtedness owed to Aeroflex or another Restricted Subsidiary);

(3) to acquire all or substantially all of the assets of, or any Capital Stock of any Person engaged in, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Aeroflex;

(4) to make a capital expenditure that is used or useful in a Permitted Business;

(5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(6) to make an Asset Sale Offer by designating such Net Proceeds as “Excess Proceeds” or, to the extent a Change of Control has occurred as a result of such Asset Sale, to make a Change of Control Offer.

Pending the final application of any Net Proceeds, Aeroflex may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

102

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 10 days thereof, Aeroflex will make an Asset Sale Offer to all holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Aeroflex may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness properly and validly tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and Aeroflex or such other applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Aeroflex will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, Aeroflex will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sales provisions of the Indenture by virtue of such compliance.

The Senior Secured Credit Facility prohibits Aeroflex from purchasing any Notes, and also provides that certain Change of Control or Asset Sale events with respect to Aeroflex would constitute a default under that agreement. Any future credit agreements or other agreements relating to Indebtedness to which Aeroflex becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when Aeroflex is prohibited from purchasing Notes, Aeroflex could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If Aeroflex does not obtain such a consent or repay such borrowings, Aeroflex will remain prohibited from purchasing Notes. In such case, Aeroflex’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the agreements governing such Indebtedness. Finally, Aeroflex’s ability to pay cash to the Holders of Notes upon a repurchase required as a result of a Change of Control may be limited by Aeroflex’s then existing financial resources. See “Risk Factors—Risks Related to the Notes and Our Indebtedness—We may not have the ability to raise the funds necessary to finance the Change of Control Offer required by the Indenture governing the New Notes.”

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis, unless otherwise required by law or applicable stock exchange requirements.

Notes and portions of Notes selected for purchase or redemption will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof. No Notes of $2,000 or less can be redeemed in part except that if all the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not equal to $2,000 or a multiple of $1,000 in excess thereof, will be redeemed or purchased. Notices of purchase or redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be purchased or redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to the applicable provisions of the Indenture. Failure to give notice of redemption, or any defect in such notice to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with the provisions of the Indenture. Notices of redemption may not be conditional.

If any Note is to be purchased or redeemed in part only, the notice of purchase or redemption that relates to that Note will state the portion of the principal amount of that Note that is to be purchased or redeemed. A new Note in principal amount equal to the unpurchased or unredeemed portion of the original Note will be issued in the name of the Holder of Notes upon cancellation of the original Note. Notes called for purchase or redemption must be surrendered to the Paying Agent to collect the purchase or redemption price and become due on the date fixed for purchase or redemption. On and after the purchase or redemption date, interest ceases to accrue on Notes or portions of Notes called for purchase or redemption.

Certain Covenants

Restricted Payments

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

103

(1) declare or pay any dividend or make any other payment or distribution on account of Aeroflex’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Aeroflex or any of its Restricted Subsidiaries) or to the direct or indirect holders of Aeroflex’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Aeroflex and other than dividends or distributions payable to Aeroflex or a Restricted Subsidiary of Aeroflex);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Aeroflex) any Equity Interests of Aeroflex or any direct or indirect parent of Aeroflex (other than in exchange for Equity Interests (other than Disqualified Stock) of Aeroflex or any direct or indirect parent company of Aeroflex);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Aeroflex or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Aeroflex and any of its Restricted Subsidiaries), except (i) payments of interest and principal at the Stated Maturity thereof and (ii) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) Aeroflex would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Aeroflex and its Restricted Subsidiaries since August 15, 2007 (excluding Restricted Payments permitted by clauses (2) through (12) and (14) through (18) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Aeroflex for the period (taken as one accounting period) from July 1, 2007 to the end of Aeroflex’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of the aggregate Qualified Proceeds received by Aeroflex since August 15, 2007 as a contribution to its equity capital or from the issue or sale of Equity Interests of Aeroflex (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Aeroflex that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Aeroflex), together with the aggregate cash and Cash Equivalents received by Aeroflex or any of its Restricted Subsidiaries at the time of such conversion or exchange; plus

(c) to the extent that any Restricted Investment made after August 15, 2007 is sold, is otherwise disposed of or is repurchased, redeemed, liquidated or repaid, 100% of the cash and the Fair Market Value of other property so received with respect to such Restricted Investment (less the cost of disposition, if any); plus

(d) to the extent that any Unrestricted Subsidiary of Aeroflex designated as such after the date of the Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the Fair Market Value of Aeroflex’s Investment in such Subsidiary as of the date of such redesignation; plus

104

(e) 100% of any dividends (or other distributions) received by Aeroflex or a Restricted Subsidiary of Aeroflex after the date of the Indenture from an Unrestricted Subsidiary of Aeroflex, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Aeroflex for such period.

As of September 30, 2008, the amount available for Restricted Payments pursuant to the foregoing clause (3) is approximately $21.3 million.

The preceding provisions will not prohibit:

(1) the payment of any dividend (or other distribution) or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend (or other distribution) or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend (or other distribution) or redemption payment would have complied with the provisions of the Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Aeroflex) of, Equity Interests of Aeroflex (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Aeroflex;

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness or any Disqualified Stock of Aeroflex or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of (i) Permitted Refinancing Indebtedness or (ii) other Indebtedness which is incurred in compliance with the covenant described below under “—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as such new Indebtedness is subordinated in right of payment to the Notes on terms that, taken as a whole, are not materially less favorable to the Holders of Notes than those contained in the documentation governing the Indebtedness being purchased, repurchased, redeemed, defeased or acquired or retired for value;

(4) the declaration or payment of any dividend (or other distribution) by a Restricted Subsidiary of Aeroflex to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Aeroflex or any Restricted Subsidiary of Aeroflex and any distribution, dividend, loan or advance to parent or any direct or indirect parent of parent for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of parent or any direct or indirect parent of parent, in each case, held by any current or former officer, director, consultant or employee of Aeroflex or any of its Restricted Subsidiaries or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or other agreement, benefit plan or arrangement of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year period; provided further that Aeroflex may carry over and make in subsequent calendar year periods, in addition to the amounts permitted for such calendar year period, the amount of such repurchases, redemptions or other acquisitions or retirements for value, distributions, loans or advances permitted to have been made but not made in any preceding calendar year period up to a maximum of $10.0 million in any calendar year period; provided further that such amount in any calendar year may be increased by an amount not to exceed (i) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Aeroflex (or any direct or indirect parent of Aeroflex to the extent such net cash proceeds are contributed to the common equity of Aeroflex) to employees, officers, directors or consultants (or any permitted transferees thereof) of Aeroflex and its Restricted Subsidiaries (or any direct or indirect parent company thereof), that occurs after the date of the Indenture plus (ii) the cash proceeds of key man life insurance policies received by Aeroflex and its Restricted Subsidiaries after the date of the Indenture less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (5); provided further that cancellation of Indebtedness owing to Aeroflex from employees, officers, directors and consultants (or any permitted transferees thereof) of Aeroflex or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of Aeroflex from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price of those options, warrants or other convertible securities;

105

(7) as long as no Event of Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends and distributions to holders of any class or series of Disqualified Stock of Aeroflex or preferred stock of any Restricted Subsidiary of Aeroflex issued on or after the date of the Indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8) payments made after August 15, 2007 in connection with, or as a result of, the Transactions and any payment solely to reimburse the Principals or their Affiliates for actual out-of-pocket expenses, not including fees paid directly or indirectly to Principals or their Affiliates, in connection with the Transactions or for the provision of third party services to Aeroflex and its Subsidiaries;

(9) Permitted Payments to Parent, including those payments permitted to be made pursuant to clause (7) of the covenant described below under the caption “—Transactions with Affiliates;”

(10) upon the occurrence of a Change of Control and within 60 days after completion of the offer to repurchase Notes pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Change of Control” (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of Aeroflex that is contractually subordinated to the Notes (including, without limitation, Indebtedness under the Senior Subordinated Unsecured Credit Facility) or any Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest); provided that, prior to such repayment or repurchase, Aeroflex shall have made the Change of Control Offer with respect to the Notes as required by the Indenture, and Aeroflex shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer;

(11) within 60 days after the completion of an Asset Sale Offer pursuant to the covenant described under the caption “—Repurchase at the Option of Holders—Asset Sales” (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of Aeroflex that is contractually subordinated to the Notes or any Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest) with any Excess Proceeds that remain after consummation of an Asset Sale Offer; provided that, prior to such repayment or repurchase, Aeroflex shall have made the Asset Sale Offer with respect to the Notes as required by the Indenture, and Aeroflex shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Asset Sale Offer;

(12) the redemption, repurchase or other acquisition for value of any common Equity Interests of any Foreign Subsidiary of Aeroflex that are held by a Person that is not an Affiliate of Aeroflex to the extent required to satisfy applicable laws, rules or regulations in an aggregate amount since August 15, 2007 not to exceed $5.0 million; provided that the consideration for such redemption, repurchase or other acquisition is not in excess of an amount equal to the lesser of (x) the Fair Market Value of such common Equity Interests or (y) such amount required by applicable laws, rules or regulations;

(13) as long as no Default has occurred and is continuing or would be caused thereby, the declaration or payments of dividends on the common Capital Stock of Aeroflex (or the payment of dividends to any direct or indirect parent company of Aeroflex) following a public equity offering of the common stock of Aeroflex or the common Capital Stock of a direct or indirect parent of Aeroflex of up to 6.0% per annum of the net cash proceeds received by or contributed to Aeroflex in or as a result of such public equity offering (other than any net cash proceeds that constitute an Excluded Contribution);

(14) as long as no Default has occurred and is continuing or would be caused thereby, payments to enable Aeroflex to make payments to holders of its Capital Stock in lieu of issuance of fractional shares of its Capital Stock; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in the good faith by the Board of Directors of Aeroflex);

(15) the payment of intercompany Indebtedness that is expressly subordinated to the Notes or any Guarantee, the incurrence of which is permitted under clause (6) of the second paragraph of the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

106

(16) the purchase, redemption, acquisition, cancellation or other retirement for value of Equity Interests of Aeroflex or any Restricted Subsidiary to the extent necessary, in good faith judgment of the Board of Directors of Aeroflex, to prevent the loss or secure the renewal or reinstatement of any license, permit or eligibility held by Aeroflex or any of its Restricted Subsidiaries under any applicable law or governmental regulation or the policies of any governmental authority or other regulatory body in an aggregate amount not to exceed $5.0 million since August 15, 2007;

(17) Restricted Payments that are made with Excluded Contributions;

(18) distributions or payments of securitization fees and purchases of Securitization Assets in connection with Qualified Receivables Transactions; and

(19) as long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $20.0 million since August 15, 2007.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Aeroflex or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Aeroflex whose resolution with respect thereto will be delivered to the Trustee. The determination of Aeroflex’s Board of Directors must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

Notwithstanding any provision hereof to the contrary, any net cash proceeds, marketable securities or Qualified Proceeds utilized for any Restricted Payment pursuant to clause (3)(b) of the first paragraph of this covenant or clauses (2), (5) or (17) of the third paragraph of this covenant, or that are utilized for the incurrence of Indebtedness pursuant to clause (19) of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”, shall not be utilized for any Restricted Payment or incurrence of Indebtedness under the other provisions referred to in this sentence.

Incurrence of Indebtedness and Issuance of Preferred Stock

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Aeroflex will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Aeroflex may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Aeroflex’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) (a) the incurrence by Aeroflex or any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities, which excludes the Notes issued on the date of and pursuant to the Indenture, in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Aeroflex and its Restricted Subsidiaries thereunder) not to exceed $650.0 million less the aggregate principal amount of all Indebtedness incurred under clause (b) of this paragraph plus the amount of any fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses incurred in connection with extending, refinancing, renewing, replacing or refunding any Credit Facility under which Indebtedness is incurred pursuant to this clause (a), and (b) Indebtedness incurred by a Receivables Entity in a Qualified Receivables Transaction that is not recourse to Aeroflex or any of its Restricted Subsidiaries (except for Standard Securitization Undertakings); provided, however, that after giving effect to any such incurrence, the aggregate amount of all indebtedness incurred under this clause (b) and then outstanding does not exceed $650.0 million less the aggregate principal amount of all Indebtedness incurred under clause (a) of this paragraph;

(2) the incurrence by Aeroflex and its Restricted Subsidiaries of the Existing Indebtedness;

107

(3) the incurrence by Aeroflex and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees issued on the date of the Indenture and the Notes and the related Note Guarantees to be issued pursuant to the exchange offer;

(4) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, development, construction, installation or improvement of real or personal property, plant or equipment used in the business of Aeroflex or any of its Restricted Subsidiaries (whether through the direct acquisition or otherwise of such assets or the acquisition of Equity Interests of any Person owning such assets), in an aggregate principal amount for all Indebtedness, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $30.0 million and 2.0% of Total Assets at any time outstanding;

(5) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2) through (5), (14), (15) or (17) through (22) of this paragraph;

(6) the incurrence by Aeroflex or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Aeroflex and any of its Restricted Subsidiaries; provided, however, that:

(a) if Aeroflex or any Guarantor is the obligor on such Indebtedness and the payee is not Aeroflex or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of Aeroflex, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Aeroflex or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness (other than solely as a result of the creation of a Permitted Lien upon such intercompany Indebtedness) to a Person that is not either Aeroflex or a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by Aeroflex or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of Aeroflex’s Restricted Subsidiaries to Aeroflex or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Aeroflex or a Restricted Subsidiary; and

(b) any sale or other transfer of any such preferred stock (other than solely as a result of the creation of a Permitted Lien upon such Equity Interests) to a Person that is not either Aeroflex or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) (i) the guarantee by Aeroflex or any of the Guarantors of Indebtedness of Aeroflex or a Restricted Subsidiary of Aeroflex that was permitted to be incurred by another provision of this covenant; and (ii) the guarantee by a Restricted Subsidiary of Aeroflex of Indebtedness of Aeroflex or another Restricted Subsidiary of Aeroflex incurred in accordance with the terms of the Indenture; provided, in each case, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or any Note Guarantee, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Indebtedness in respect of insurance financing arrangements, take or pay obligations contained in supply agreements, and obligations in respect of, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds, appeal bonds, completion guarantees and similar obligations, payment obligations in connection with self insurance or similar requirements (including Indebtedness represented by letters of credit for the account of Aeroflex or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing) in the ordinary course of business;

108

(11) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days and obligations in connection with netting services;

(12) the incurrence by Aeroflex or of its Restricted Subsidiaries of Indebtedness arising from agreements of Aeroflex or such Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the sale or other disposition of any business, assets or Capital Stock of Aeroflex or any Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, whether or not cash, actually received by Aeroflex and its Restricted Subsidiaries in connection with such disposition;

(13) the incurrence by Aeroflex or any of its Restricted Subsidiaries of contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(14) the incurrence by a Foreign Subsidiary of additional Indebtedness in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $20.0 million at any time outstanding;

(15) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims or self-insurance; provided, however, that, upon the drawing of such instruments or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(16) Indebtedness of Aeroflex or any of its Restricted Subsidiaries to the extent the proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case, in accordance with the Indenture;

(17) Indebtedness consisting of Permitted Investments of the kind described in clauses (7) and (8) of the definition thereof;

(18) Indebtedness or Disqualified Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by, Aeroflex or any Restricted Subsidiary or merged into Aeroflex or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness or Disqualified Stock is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further that, after giving effect to such incurrence of Indebtedness or issuance of Disqualified Stock, the Fixed Charge Coverage Ratio for Aeroflex’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, would not be less than such Fixed Charge Coverage Ratio immediately prior to such incurrence or issuance;

(19) the incurrence by Aeroflex or any of its Restricted Subsidiaries of Indebtedness in connection with the acquisition of all of the Capital Stock of a Person that becomes a Restricted Subsidiary or all or substantially all of the assets of a Person, in each case, engaged in a Permitted Business having an aggregate principal amount at any one time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed an amount equal to 100% of the net cash proceeds received by Aeroflex from the issuance or sale (other than to a Subsidiary of Aeroflex) of its Capital Stock (other than Disqualified Stock) or as a contribution to the equity capital of Aeroflex (other than as Disqualified Stock), in each case subsequent to August 15, 2007;

(20) Indebtedness of Aeroflex or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;

(21) to the extent constituting Indebtedness, First Priority Cash Management Obligations; and

109

(22) the incurrence by Aeroflex or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (22), not to exceed $75.0 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness or proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Aeroflex (in its sole discretion) will be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date of its incurrence, and later, from time to time, reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under the Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment or accrual of dividends on Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Aeroflex as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Aeroflex or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Notwithstanding any provision hereof to the contrary, any net cash proceeds, marketable securities or Qualified Proceeds utilized for any Restricted Payment pursuant to clause (3)(b) of the first paragraph of, or clauses (2), (5) or (17) of the second paragraph of, the covenant described above under the caption “—Restricted Payments”, or that are utilized for the incurrence of Indebtedness pursuant to clause (19) of this covenant, shall not be utilized for any Restricted Payment or incurrence of Indebtedness under the other provisions referred to in this sentence. Furthermore, any net cash proceeds utilized for any redemption of Notes pursuant to the first paragraph under “Optional Redemption” shall be excluded from, and such net cash proceeds shall not include the net cash proceeds utilized to incur indebtedness under, clause (19) of this covenant.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness;

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness subject to such Lien of the other Person;

(4) with respect to Indebtedness of others supported by a guarantee of Aeroflex or a Restricted Subsidiary, the lesser of the amount of the primary indebtedness and any stated limit on recourse under the guarantee; and

(5) the amount of the Indebtedness in respect of any Hedging Obligations at any time shall be equal to the amount payable as a result of the termination of such Hedging Obligations at such time.

Aeroflex will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Indebtedness of Aeroflex unless such Indebtedness is expressly subordinated in right of payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Aeroflex. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Indebtedness of such Guarantor unless such Indebtedness is expressly subordinated in right of payment to such Guarantor’s Note Guarantee to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Aeroflex. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinate or junior in right of payment to any other Indebtedness of Aeroflex or a Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

110

Liens

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any asset (“Primary Lien”), now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Any Lien created for the benefit of the holders of the Notes pursuant to the immediately preceding paragraph shall automatically and unconditionally be released and discharged upon the release and discharge of the Primary Lien, without any further action on the part of any Person.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Aeroflex or any of its Restricted Subsidiaries or pay any Indebtedness owed to Aeroflex or any of its Restricted Subsidiaries;

(2) make loans or advances to Aeroflex or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to Aeroflex or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements in effect on the date of the Indenture (including those governing Existing Indebtedness and Credit Facilities) and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

(2) the Indenture, the Notes and the Note Guarantees;

(3) applicable law, rule, regulation or order;

(4) any agreement or instrument of a Person acquired by Aeroflex or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(5) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of assets that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

111

(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, limited liability company operating agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, options, stock sale agreements, lease agreements, licenses and other similar agreements entered into with the approval of Aeroflex’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(12) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person on other than a pro rata basis;

(13) any encumbrance or restriction contained in any Indebtedness incurred by a Foreign Subsidiary pursuant to the provisions of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(14) any other Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary permitted to be incurred or issued, as applicable, subsequent to the date of the Indenture pursuant to the provisions of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” and any encumbrance or restriction contained in such Indebtedness does not, in the good faith judgment of the Board of Directors of Aeroflex, adversely affect the ability of Aeroflex and the Guarantors, taken as a whole, from making scheduled payments of cash interest on the Notes when due; and

(15) in the case of clause (3) of the first paragraph of this covenant, encumbrances or restrictions:

(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Aeroflex or any of its Restricted Subsidiaries not otherwise prohibited by the Indenture, or

(c) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Aeroflex or any of its Restricted Subsidiaries in any manner material to Aeroflex or any of its Restricted Subsidiaries;

(16) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirement of a Receivables Entity or any Standard Securitization Undertaking, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity and Receivables and Related Assets; and

(17) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Aeroflex, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Merger, Consolidation or Sale of Assets

Aeroflex will not, directly or indirectly: (1) consolidate or merge with or into another Person; or (2) sell, assign, transfer, convey (not including any conveyance, if any, resulting solely from the creation of any Lien), lease or otherwise dispose of all or substantially all of the properties or assets of Aeroflex and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

112

(1) either: (a) Aeroflex is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Aeroflex) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that, in the case of a Person that is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Person formed by or surviving any such consolidation or merger (if other than Aeroflex) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of Aeroflex under the Notes and the Indenture pursuant to a supplemental Indenture in a form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) except in the case of a consolidation, amalgamation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the property and assets of Aeroflex and any of its Restricted Subsidiaries to a wholly-owned Restricted Subsidiary of Aeroflex, Aeroflex, or the Person formed by or surviving any such consolidation or merger (if other than Aeroflex), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period:

(a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or

(b) would have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of Aeroflex immediately prior to such transaction; and

(5) Aeroflex or such surviving Person shall deliver an opinion of counsel to the Trustee stating that such merger or consolidation complies with the Indenture.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of Aeroflex with an Affiliate solely for the purpose of reincorporating Aeroflex in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Aeroflex and its Restricted Subsidiaries.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property and assets of Aeroflex in a transaction that is subject to, and complies with, the requirements of this covenant, the successor Person formed by such consolidation or into or with which Aeroflex is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or such other disposition, the provisions of the Indenture shall be deemed to refer instead to such other Person and not to Aeroflex), and may exercise every right and power of Aeroflex under the Indenture with the same effect as if such successor Person had been named therein; provided, however, Aeroflex, as the predecessor, shall not be relieved from the obligation to pay the principal of, and any interest on, the Notes except in the case of a sale of all of Aeroflex’s assets in a transaction that is subject to, and complies with, the provisions of this covenant.

Transactions with Affiliates

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Aeroflex (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable to Aeroflex or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Aeroflex or such Restricted Subsidiary with an unrelated Person; and

(2) Aeroflex delivers to the Trustee:

113

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Aeroflex set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Board of Directors of Aeroflex (and, if any, a majority of the disinterested members of the Board of Directors of Aeroflex with respect to such transaction); and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million (other than Affiliate Transactions in connection with joint bidding, joint marketing or other similar arrangements for the provision of services in the ordinary course of services in the Permitted Business), an opinion as to the fairness to Aeroflex or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any consulting or employment agreement or arrangement, benefit arrangement or plan, incentive compensation plan, stock option or stock ownership plan, employee benefit plan, severance arrangements, expense reimbursement arrangements, officer or director indemnification agreement or any similar arrangement entered into by Aeroflex or any of its Restricted Subsidiaries for the benefit of directors, officers, employees and consultants of Aeroflex or a direct or indirect parent of Aeroflex and payments and transactions pursuant thereto, including, without limitation, those payments described under the captions “Executive Compensation—Employment Agreements” and “Management—Compensation of Directors” in this prospectus and otherwise in the ordinary course of business;

(2) transactions between or among Aeroflex and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of Aeroflex) that is an Affiliate of Aeroflex solely because Aeroflex owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors fees to directors of Aeroflex or any direct or indirect parent or any Restricted Subsidiary of Aeroflex and the provision of customary indemnification and payment of other reasonable fees, compensation, benefits and indemnifications paid or entered into with directors, officers, employees and consultants of Aeroflex or any direct or indirect parent or any Restricted Subsidiary of Aeroflex;

(5) any issuance of Equity Interests (other than Disqualified Stock) of Aeroflex to Affiliates of Aeroflex or any contribution to the capital of Aeroflex (other than as Disqualified Stock) and the granting or performance of registration rights in respect of any such Equity Interests;

(6) Restricted Payments and Permitted Investments that do not violate the covenant described under the caption “—Restricted Payments;”

(7) payment of fees and reimbursement of expenses not in excess of the amounts specified in, or determined pursuant to, the Management Agreement as in effect on the date of the Indenture, and the other payments and agreements described above under the caption “Certain Relationships and Related Party Transactions” in this prospectus and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the holders of the Notes as determined by the Board of Directors in its reasonable good faith judgment) and the transactions contemplated thereby;

(8) Permitted Payments to Parent;

(9) any agreement or arrangements as in effect on the date of the Indenture and any renewals, amendments, extensions or replacements of any such agreement or arrangements (as long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Holders of the Notes as determined by the Board of Directors of Aeroflex in its reasonable good faith judgment) and the transactions contemplated thereby;

114

(10) loans, guarantees of loans, advances, and other extensions of credit to or on behalf of current and former officers, directors, employees, and consultants of Aeroflex, a Restricted Subsidiary of Aeroflex, or a direct or indirect parent of Aeroflex made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of Aeroflex or any direct or indirect parent of Aeroflex or in connection with any relocation costs, in an amount not to exceed $2.0 million in the aggregate at any one time outstanding;

(11) sales or purchases of goods or provision of services in the ordinary course of business, at terms no less favorable to Aeroflex or the applicable Restricted Subsidiary, as determined in the good faith judgment of Aeroflex, than those available to third party customers or suppliers, to or with an Affiliate which would constitute an Affiliate Transaction solely as a result of Aeroflex or any of its Restricted Subsidiaries being in or under common control with such Affiliate and otherwise in compliance with the terms of the Indenture;

(12) repurchases of Notes if repurchased on the same terms as offered to Persons that are not Affiliates of Aeroflex;

(13) transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by Aeroflex, its Restricted Subsidiaries and Persons that are not Affiliates of Aeroflex;

(14) any transactions with a Receivables Entity effected as part of a Qualified Receivables Transaction;

(15) the Transactions, and the payment of all fees and expenses related to the Transactions, in each case, as contemplated by this prospectus; and

(16) payments by Aeroflex or any Restricted Subsidiary of Aeroflex to any Principal for any financial advisory, financing, underwriting or placement services, or in respect of any investment banking activities, including, without limitation, in connection with acquisitions and divestitures, which payments are approved by the majority of the Board of Directors of Aeroflex in good faith.

Business Activities

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Aeroflex and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

If any of Aeroflex’s Restricted Subsidiaries (i) that is a Domestic Subsidiary incurs any Indebtedness in excess of $10.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10), (11), (13), (15) or (17) of the second paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”) or (ii) guarantees any Indebtedness of Aeroflex or any of the Guarantors, then that Subsidiary will become a Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the Trustee within 20 business days of the date on which such Indebtedness is incurred; provided that the foregoing shall not apply to any Receivables Entity or any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with the Indenture for so long as it continues to constitute an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Aeroflex may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Aeroflex and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Aeroflex. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Aeroflex may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

115

Any designation of a Subsidiary of Aeroflex as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of Aeroflex giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would no longer meet the preceding requirements for designation as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Aeroflex as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” Aeroflex will be in default of such covenant. The Board of Directors of Aeroflex may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Aeroflex; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Aeroflex of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) (a) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, or (b) Aeroflex’s Fixed Charge Coverage Ratio is equal to or greater immediately following such designation than Aeroflex’s Fixed Charge Coverage Ratio immediately preceding such designation, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

Aeroflex will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Aeroflex will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations (together with extensions granted by the SEC) for a filer that is a “non-accelerated filer” plus five Business Days:

(1) substantially the same quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Aeroflex were required to file such reports; and

(2) substantially the same current reports that would be required to be filed with the SEC on Form 8-K if Aeroflex were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Aeroflex’s consolidated financial statements by Aeroflex’s certified independent accountants. In addition, following the consummation of the exchange offer, Aeroflex will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports for a person that is a “non-accelerated filer” (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If, at any time, Aeroflex is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Aeroflex will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Aeroflex will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Aeroflex’s filings for any reason, Aeroflex will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Aeroflex were required to file those reports with the SEC for a person that is a “non-accelerated filer”.

If Aeroflex has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of Aeroflex and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Aeroflex.

116

In the event that (1) the rules and regulations of the SEC permit Aeroflex and any direct or indirect parent entity of Aeroflex to report at such entity’s level on a consolidated basis, (2) such direct or indirect parent entity is not engaged in any business other than the Permitted Business of Aeroflex and (3) such direct or indirect parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of Aeroflex and its Subsidiaries on a consolidated basis, the information and reports required by this covenant may be those of such parent entity on a consolidated basis; provided that such information and reports distinguish in all material respects between Aeroflex and its Subsidiaries and such direct or indirect parent entity and its other subsidiaries, if any.

In addition, Aeroflex agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by Aeroflex or any of its Restricted Subsidiaries for 30 days after notice to Aeroflex by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales,” or “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

(4) failure by Aeroflex or any of its Restricted Subsidiaries for 60 days after notice to Aeroflex by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Aeroflex or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Aeroflex or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default:

(a) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more;

(6) failure by Aeroflex or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (net of any amounts covered by insurance or pursuant to which Aeroflex is indemnified to the extent that the third party under such agreement does not deny its obligations thereunder), which judgments are not paid, discharged or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed;

(7) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(8) certain events of bankruptcy or insolvency described in the Indenture with respect to Aeroflex or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

117

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Aeroflex, any Restricted Subsidiary of Aeroflex that is a Significant Subsidiary or any group of Restricted Subsidiaries of Aeroflex that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately and, upon any such declaration, the Notes will become due and payable immediately.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of the principal amount of premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and the Trust Indenture Act. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any remedy available to the Trustee or any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if, and so long as, in good faith, it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have made a written request to the Trustee to pursue the remedy;

(3) such Holders have offered, and, if requested, have provided, the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use the Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, partner, manager, agent, member, incorporator (or Person forming any limited liability company) or stockholder of Aeroflex or of any Guarantor, as such, will have any liability for any obligations of Aeroflex or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a New Note and a Note Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.

118

Legal Defeasance and Covenant Defeasance

Aeroflex may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstanding New Notes and all of the obligations of the Guarantors discharged with respect to their Note Guarantees subject to the satisfaction of the conditions set forth in the third paragraph hereof (“Legal Defeasance”), except for:

(1) the rights of Holders of outstanding New Notes to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to below;

(2) Aeroflex’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and Aeroflex’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, Aeroflex may at any time, at the option of its Board of Directors evidenced by a resolutions et forth in an Officers’ Certificate, elect to have the obligations of Aeroflex and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Indenture subject to the satisfaction of the conditions of the third paragraph hereof (“Covenant Defeasance”), and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Aeroflex must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the New Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Aeroflex must specify whether the New Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, Aeroflex must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) Aeroflex has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Aeroflex must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which Aeroflex or any of its Subsidiaries is a party or by which Aeroflex or any of its Subsidiaries is bound;

119

(6) Aeroflex must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by Aeroflex with the intent of preferring the Holders of the Notes over the other creditors of Aeroflex with the intent of defeating, hindering, delaying or defrauding any creditors of Aeroflex or others; and

(7) Aeroflex must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the New Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder of the New Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the date of or redemption price payable in connection with the redemption of the Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium on, the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding paragraphs, without the consent of any Holder of Notes, Aeroflex, the Guarantors and the Trustee may amend or supplement the Indenture, the New Notes or the Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated New Notes in addition to or in place of certificated New Notes;

(3) to provide for the assumption of Aeroflex’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Aeroflex’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

120

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of this Description of Notes to the extent that an officer of Aeroflex certifies in good faith that such provision of the Indenture, the Note Guarantees or the Notes was intended to be a verbatim recitation of a provision of this Description of Notes;

(7) to provide for the issuance of additional New Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture;

(8) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes;

(9) to comply with the rules of any applicable securities depositary;

(10) to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the Indenture; or

(11) to add a co-issuer or co-obligor of the Notes.

Where the consent of the Holders of the Notes is required to approve an amendment, supplement, waiver or consent under the Indenture, it is not necessary for the consent of the Holders of Notes to approve the particular form of any proposed amendment, supplement, waiver and consent, but it is sufficient if such consent approves the substance thereof.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to Aeroflex, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Aeroflex or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation, for principal, premium and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(3) Aeroflex or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) Aeroflex has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, Aeroflex must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of Aeroflex or any Guarantor, the Indenture and the Trust Indenture Act limit the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign.

121

The Holders of a majority in aggregate principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions to be specified in the Indenture. The Indenture provides that if an Event of Default occurs and is continuing, the Trustee will exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder has offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to Aeroflex Incorporated, 35 South Service Road, P.O. Box 6022, Plainview, New York 11803, Attention: Chief Financial Officer.

Governing Law

The Indenture, the Notes and the Note Guarantees will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, as calculated by Aeroflex, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Note at August 15, 2011 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the Note through August 15, 2011 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the Note, if greater.

122

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Aeroflex and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of Aeroflex’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than Aeroflex or a Restricted Subsidiary).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.5 million;

(2) a transfer, sale or other disposition of assets (including Equity Interests) between or among Aeroflex and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of Aeroflex to Aeroflex or to a Restricted Subsidiary of Aeroflex;

(4) the licensing of intellectual property or other general intangibles to third Persons on terms approved by the Board of Directors of Aeroflex in good faith;

(5) the sale, lease, sublease or other disposition of any property or equipment that is no longer used or has become damaged, worn-out, obsolete, or otherwise unsuitable or not required for the ordinary course of business of Aeroflex or its Restricted Subsidiaries;

(6) the sale or other disposition of cash or Cash Equivalents;

(7) a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment;

(8) the sale, lease, sub-lease, license, sub-license, consignment, conveyance or other disposition of accounts receivable, equipment, inventory or other assets in the ordinary course of business, including leases or subleases with respect to facilities that are temporarily not in use or pending their disposition, or accounts receivable in connection with the compromise, settlement or collection thereof;

(9) the creation of a Lien (but not the sale or other disposition of property subject to such Lien);

(10) the issuance of Equity Interests by a Restricted Subsidiary of Aeroflex in which Aeroflex’s percentage interest (direct or indirect) in the Equity Interests of such Restricted Subsidiary, after giving effect to the issuance, is at least equal to its percentage interest prior thereto;

(11) leases, assignments or subleases of real or personal property to third persons either not interfering in any material respect with the business of Aeroflex or any of its Restricted Subsidiaries or entered into in the ordinary course of business;

(12) the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind;

(13) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property for use in a Permitted Business;

(14) the sale or other disposal of property or assets pursuant to the exercise of any remedies pursuant to the Credit Facilities or the other security documents relating to any Indebtedness permitted under the Indenture;

(15) the transfer or sale of Receivables and Related Assetsof the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity or to any other Person in connection with a Qualified Receivables Transaction or the creation of a Lien on any such Receivables or Related Assets in connection with a Qualified Receivables Transaction;

123

(16) the sale of accounts receivable in the ordinary course of business;

(17) the issuance or sale of Equity Interests in or Indebtedness of any Unrestricted Subsidiary; and

(18) the disposition of all or substantially all of the assets of Aeroflex in a transaction permitted under the covenant described under the caption “—Merger, Consolidation or Sale of Assets.”

“Asset Sale Offer” has the meaning assigned to that term in the Indenture governing the Notes.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee or Board of Directors of such company or of the sole member or of the managing member thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a legal holiday.

“Calculation Date” has the meaning assigned to that term in the definition of “Fixed Charge Coverage Ratio”.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than earn-outs or similar consideration payable in connection with an acquisition), but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

124

(2) (a) euro, or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 24 months from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Senior Secured Credit Facility or with any domestic commercial bank having, at the time of the acquisition thereof, capital and surplus in excess of $500.0 million or any commercial bank of any foreign country having, at the time of acquisition thereof, capital and surplus in excess of $100.0 million (or the U.S. dollar equivalent thereof as of the date of determination);

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper having, at the time of acquisition, one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within 24 months after the date of acquisition;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of acquisition;

(8) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition thereof, having one of the two highest ratings obtainable from either Moody’s or S&P (for purposes of the this clause (8), variable rate bonds tied to short-term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days shall be deemed to satisfy the foregoing maturity deadline, notwithstanding such bonds having a longer nominal maturity);

(9) investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition;

(10) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(11) Indebtedness with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(12) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(13) local currencies (or investments in local currencies having correlative attributes to the foregoing) held by Aeroflex or any of its Restricted Subsidiaries, from time to time in the ordinary course of business.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than a Lien permitted by the Indenture or by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Aeroflex and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of Aeroflex;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Aeroflex, measured by voting power rather than number of shares; or

125

(4) after an initial public offering of Equity Interests of Aeroflex or any direct or indirect parent of Aeroflex, the first day on which (i) a majority of the members of the Board of Directors of Aeroflex are not Continuing Directors, and (ii) the Principals and their Related Parties and any limited partners of the equity sponsor do not, at such time, in the aggregate, (a) Beneficially Own, directly or indirectly, Voting Stock of Aeroflex representing more than 50% of the total voting power of the Voting Stock of Aeroflex or (b) have the right or ability by voting power, contract or otherwise to elect or designate a majority of the Board of Directors of Aeroflex.

“Change of Control Offer” has the meaning assigned to that term in the Indenture governing the Notes.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profit or capital, including, without limitation, state, local and franchise taxes (such as the Pennsylvania capital tax and the Texas margin tax) (or the non-U.S.-equivalent thereof) of such Person and its Restricted Subsidiaries for such period (including, without limitation, tax expenses of Foreign Subsidiaries and foreign withholding taxes paid or accrued for such period), to the extent that such provision for taxes was deducted (and not added back) in computing such Consolidated Net Income; plus

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period (plus any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, amortization of deferred financing fees and any loss on early extinguishment of Indebtedness excluded from the definition of the term “Fixed Charges”), to the extent that such Fixed Charges were deducted (and not added back) in computing such Consolidated Net Income; plus

(3) the total amount of depreciation and amortization expenses (including amortization of goodwill and other intangibles and deferred financing costs or fees, and all expenditures in respect of licensed or purchased software or internally-developed software and software enhancements that are, or are required to be reflected as, capitalized costs, but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization were deducted (and not added back) in computing such Consolidated Net Income, plus

(4) any management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued by Aeroflex and/or its Restricted Subsidiaries in such period pursuant to the terms of the Management Agreement and payments made pursuant to clauses (7), (8) and (15) under the caption “—Transactions with Affiliates”; to the extent deducted in computing such Consolidated Net Income; plus

(5) any other non-cash charges reducing Consolidated Cash Flow for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(6) any costs or expense incurred by Aeroflex or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Aeroflex or net cash proceeds of an issuance of Equity Interests of Aeroflex (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from clause 3(b) of the first paragraph, or clauses (2), (5) or (17) of the second paragraph, under “Certain Covenants—Restricted Payments”; plus

(7) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Cash Flow, Consolidated Net Income or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Cash Flow pursuant to (11) below for any previous period and not added back; plus

(8) the amount of any minority interest expense consisting of income of a Restricted Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

126

(9) the amount of loss on sale of Receivables and Related Assets to the Receivables Entity in connection with a Qualified Receivables Transaction; minus

(10) non-cash gains increasing such Consolidated Net Income for such period, excluding any such items to the extent they represent (a) the reversal in such period of an accrual of, or reserve for, potential cash expenses in a prior period, (b) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Cash Flow in a prior period, (c) the amortization of income that was paid in a prior period and (d) the accrual of revenue or income consistent with past practice,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary will be included only to the extent of the amount of dividends, distributions or other payments paid in cash (or to the extent converted into cash) to the specified Person or a Restricted Subsidiary of the Person, and, in the case of a net loss, only to the extent of any equity in the net loss of any such Person for such period to the extent Aeroflex or a Restricted Subsidiary of Aeroflex has funded such net loss in cash with respect to such period;

(2) solely for the purposes of calculating Consolidated Net Income to determine the amount of Restricted Payments permitted under the covenant described under the caption “Certain Covenants—Restricted Payments”, the Net Income of any Restricted Subsidiary (other than a Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (a) except to the extent that such net income is actually or permitted to be paid to Aeroflex or a Restricted Subsidiary of Aeroflex by loans, advances, intercompany transfers, principal repayments or otherwise, and (b) unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of Aeroflex will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to Aeroflex or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(3) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period will be excluded;

(4) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP (including the amortization of the consideration for any non-competition agreements entered into in connection with the Transactions), shall be excluded;

(5) any net gain or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

(6) non-cash charges relating to employee benefit or other management compensation plans of any direct or indirect parent of Aeroflex (to the extent such non-cash charges relate to plans of any direct or indirect parent of Aeroflex for the benefit of members of the Board of Directors of Aeroflex (in their capacity as such) or employees of Aeroflex and its Restricted Subsidiaries), Aeroflex or any of its Restricted Subsidiaries or any non-cash compensation charge and other non-cash expenses or charges arising from any grant, issuance or repricing of stock appreciation or similar rights, stock, stock options, restricted stock or other equity-based awards of any direct or indirect parent of Aeroflex (to the extent such non-cash charges relate to plans of any direct or indirect parent of Aeroflex for the benefit of members of the Board of Directors of Aeroflex (in their capacity as such) or employees of Aeroflex and its Restricted Subsidiaries), Aeroflex or any of its Restricted Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) in each case will be excluded;

127

(7) effects of adjustments (including the effects of such adjustments pushed down to Aeroflex and its Restricted Subsidiaries) pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition, net of taxes, shall be excluded;

(8) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness will be excluded;

(9) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Net Income accrued at any time following the date of the Indenture will be excluded;

(10) any fees, expenses, costs or charges (including all transaction, restructuring and transition costs, fees and expenses (including diligence costs and cash severance costs)) or any amortization thereof, related to any acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness (including any refinancing transaction or amendment or modification of any debt instrument), Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action (in each case, including any such transaction consummated prior to the date of the Indenture and any such transaction undertaken but not completed), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and the Transactions and (ii) any amendment or other modification of the Notes and the Credit Facilities and, in each case, deducted (and not added back) in computing Net Income, will be excluded; and

(11) accruals and reserves that are established within twelve months after the date of the Indenture that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture.

“Consolidated Secured Debt Ratio” as of any date of determination, means the ratio of (1) Consolidated Total Indebtedness of Aeroflex and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) Aeroflex’s Consolidated Cash Flow for Aeroflex’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of Aeroflex and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables financings) and (2) the aggregate amount of all outstanding Disqualified Stock of Aeroflex and all preferred stock of its Restricted Subsidiaries on a consolidated basis (other than Disqualified Stock or preferred stock owned by Aeroflex or a Restricted Subsidiary of Aeroflex), with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by Aeroflex.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

128

(2) to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Aeroflex who:

(1) was a member of such Board of Directors on the date of the Indenture;

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

(3) was nominated for election or elected to such Board of Directors with the approval of a Principal or a Related Party of a Principal.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Senior Secured Credit Facility), indentures, or commercial paper facilities, in each case, with banks or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing and securitizations (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuance of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by Aeroflex or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting for the basis of such valuation delivered to the trustee.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, for cash, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Aeroflex to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Aeroflex may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that Aeroflex and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of Aeroflex that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Aeroflex.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offering of Qualified Capital Stock of Aeroflex or a direct or indirect parent of Aeroflex, as the case may be.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by Aeroflex after the date of the Indenture from:

129

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of Aeroflex or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Aeroflex) of Capital Stock (other than Disqualified Stock) of Aeroflex,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of Aeroflex on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculations set forth in (a) clause (3)(b) of the first paragraph, and clauses (2) and (17) of the third paragraph, of the covenant described under “Certain Covenants—Restricted Payments” and (b) clause (19) of the second paragraph of the covenant described under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Existing Indebtedness” means all Indebtedness of Aeroflex and its Subsidiaries (other than (a) Indebtedness under the Senior Secured Credit Facility and (b) any Indebtedness incurred since September 21, 2007, pursuant to clauses (6), (16) or (24) of Section 6.1(b) of the Senior Subordinated Unsecured Credit Facility that has not been reclassified as having been incurred under another provision of Section 6.1 thereof) in existence on the date of the Indenture.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Aeroflex (unless otherwise provided in the Indenture).

“First Priority Cash Management Obligations” means all obligations of Aeroflex and certain of its Subsidiaries in respect of overdrafts and related liabilities owed to any other Person that arise from treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds, or any similar transactions, secured by assets of Aeroflex and certain of its Subsidiaries under the documents that secure Obligations under the Senior Secured Credit Facility, and any other Credit Facility.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness (other than working capital borrowings, unless such Indebtedness has been permanently repaid) or issues, repurchases, or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) the Transactions, future acquisitions, Investments, dispositions, issuances, incurrences or repayments of Indebtedness, Equity Offerings, issuances or dispositions of Equity Interests, recapitalizations, mergers, consolidations, disposed or discontinued operations and other specified actions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date (including any transaction giving rise to the need to make such calculation) will be given pro forma effect (in accordance with Regulation S-X under the Securities Act), including Pro Forma Cost Savings (and the change in any associated fixed charge obligation and change in Consolidated Cash Flow resulting therefrom), whether or not such Pro Forma Cost Savings complies with Regulation S-X, as if they had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary of Aeroflex or was merged with or into Aeroflex or any Restricted Subsidiary of Aeroflex since the beginning of such period) shall have made any acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action had occurred at the beginning of the applicable four-quarter period;

130

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded (including by adding back the amount of any attributable Consolidated Cash Flow that was negative);

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (after giving effect to the operation of any Hedging Obligation applicable to such Indebtedness); and

(7) interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period (net of any interest income of such Person and its Restricted Subsidiaries for such period), to the extent such expense was deducted and not added back in computing Consolidated Net Income, including, without limitation, amortization of original issue discount, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of all payments made or received pursuant to Hedging Obligations (but excluding amortization of deferred financing fees and any loss on early extinguishment of Indebtedness and, in calculating Fixed Charges for the purposes of determining the denominator of Fixed Charge Coverage Ratio only, excluding (i) the accretion of any original issue discount or any non-cash interest expense resulting from the discounting of any Indebtedness resulting from fair value adjustments resulting from purchase accounting, (ii) any financing fees, tender premiums, call premiums and other non-recurring expenses, whether or not capitalized, in connection with the Transactions and Indebtedness that is retired with the proceeds of the Notes issued on the date of the Indenture, (iii) penalties and interest relating to taxes, (iv) any expensing of bridge, commitment and other financing fees and (v) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Transaction); plus

(2) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(3) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(4) the product of (a) all cash dividends or other similar distributions paid (excluding items eliminated in consolidation) on any series of preferred stock of such Person or any preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Aeroflex (other than Disqualified Stock) or to Aeroflex or a Restricted Subsidiary of Aeroflex, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

131

in each case, determined on a consolidated basis in accordance with GAAP. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of Aeroflex that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession or in the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC, in effect on the date of the Indenture; provided that any reports required to be delivered under the covenant described under “—Reports” shall be prepared in accordance with GAAP in effect on the date thereof.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means:

(1) each Domestic Subsidiary of Aeroflex as of the closing of this offering; and

(2) each other Restricted Subsidiary of Aeroflex that executes a Note Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk and other agreements or arrangements designed to manage interest rates or interest rate risk;

(2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and

(3) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Holder” means a person in whose name a Note is registered.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables entered into in the ordinary course, to the extent such Obligations are cash collateralized or such letters of credit secure Obligations entered into in the normal course of business of such Person and such letters of credit are not drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no later than three business days following receipt by such Person of a demand for reimbursement);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

132

(5) representing the balance deferred and unpaid of the purchase price of any property or services due, other than any such balance that constitutes an accrued expense or trade payable or other expense incurred in the ordinary course of business (including, without limitation, obligations owing to customers and suppliers); or

(6) representing any interest rate Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

Notwithstanding the foregoing, in connection with the purchase by Aeroflex or any Restricted Subsidiary of any business, assets or Capital Stock not in the ordinary course of business, the term “Indebtedness” will exclude (i) Contingent Obligations in the ordinary course of business, (ii) obligations in connection with a Qualified Receivables Transaction and (iii) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed, determined and undisputed the amount is paid within 60 days thereafter.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees of Indebtedness), advances or capital contributions (excluding (i) commission, travel and similar advances to officers and employees made in the ordinary course of business and (ii) extensions of credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or for workers’ compensation, in each case, that are incurred in the ordinary course of business and recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person prepared in accordance with GAAP), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Aeroflex or any Restricted Subsidiary of Aeroflex sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Aeroflex such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Aeroflex, Aeroflex will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Aeroflex’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means that certain management agreement dated August 15, 2007, among Aeroflex, VGG Holding LLC, AX Holding Corp., Veritas Capital Fund Management, L.L.C., GGC Administration, LLC and Goldman, Sachs & Co., as amended.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (or loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without giving effect to the $2.5 million threshold provided in the definition thereof) or other asset disposition or abandonment (other than in the ordinary course of business) and reserves relating thereto; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any (i) Indebtedness or (ii) other derivative instruments of such Person or any of its Restricted Subsidiaries in each case, together with any related provisions for taxes on such gains and losses;

133

(2) any extraordinary, non-recurring or unusual gain (or loss) or expense, (including relating to the Transactions, acquisitions, restructurings or any multi-year strategic initiatives), including, without limitation, the amount of any restructuring charges, integration costs, or other business optimization costs and expenses (including related to the closure and/or consolidation of facilities and/or reductions in headcount, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and other non-recurring payments to employees related to severance, 280G, supplemental employee retirement plan, deferred compensation, consulting, acceleration of payments of other employment related benefits or other payments related to the termination, whether for cause or not, or retirement or made to former employees or the termination of an employee agreement, retention bonuses and litigation settlements or losses), or reserves deducted, in each case, together with any related provision for taxes on such extraordinary, non-recurring or unusual gain (or loss) or expense; and

(3) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133.

“Net Proceeds” means the aggregate cash proceeds received by Aeroflex or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration, including Designated Noncash Consideration, received in any Asset Sale), net of the direct costs relating to such Asset Sale or disposition of such non-cash consideration, including, without limitation, legal, accounting and investment banking fees, appraisal and insurance adjuster fees and sales commissions, and any severance or relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account without duplication, (1) any amounts required to be applied to the repayment of Indebtedness secured by a Lien on the assets that were the subject of such Asset Sale, (2) appropriate amounts to be maintained as a reserve for payment with respect to liabilities associated with such asset or assets and retained by Aeroflex or a Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, severance costs, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (3) any reserves for adjustment in respect of the sale price of such asset, (4) amounts required to be paid to any Person (other than Aeroflex or its Restricted Subsidiaries) owning a beneficial interest in the assets that are the subject of such transaction, and (5) any cash escrows in connection with purchase price adjustments, reserves or indemnities (until released).

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither Aeroflex nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Aeroflex or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which (a) the explicit terms provide that there is no recourse against any assets of Aeroflex or any of its Restricted Subsidiaries or (b) the lenders have been notified in writing that they will not have any recourse to the stock or assets of Aeroflex or any of its Restricted Subsidiaries.

“Note Guarantee” means the Guarantee by each Guarantor of Aeroflex’s obligations under the Indenture and the Notes, executed pursuant to the provisions of the Indenture.

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the documents governing any such Indebtedness, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), penalties, fees, indemnifications, reimbursements, expenses, damages and other amounts, obligations and liabilities payable under the documentation governing any Indebtedness.

“Officers’ Certificate” means a certificate signed on behalf of Aeroflex by two officers of Aeroflex, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Aeroflex, that meets the requirements of the Indenture.

134

“Permitted Business” means any business engaged in by Aeroflex or any of its Subsidiaries on the date of the original issuance of the Original Notes and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Aeroflex and its Subsidiaries are engaged on the date of original issuance of the Original Notes.

“Permitted Debt” has the meaning assigned to that term in the second paragraph of the covenant described under the caption “- Incurrence of Indebtedness and Issuance of Preferred Stock”.

“Permitted Investments” means:

(1) any Investment in Aeroflex or in a Restricted Subsidiary of Aeroflex;

(2) any Investment in Cash Equivalents;

(3) any Investment by Aeroflex or any Restricted Subsidiary of Aeroflex in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Aeroflex; or

(b) such Person, in one transaction, or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Aeroflex or a Restricted Subsidiary of Aeroflex;

and, in each case, any Investment held by such Person; provided that such Investments were not acquired in contemplation of such merger, consolidation or transfer;

(4) any Investment made as a result of the receipt of non-cash consideration from (a) an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sale” or (b) a sale or other disposition of assets not constituting an Asset Sale;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Aeroflex or a direct or indirect parent of Aeroflex;

(6) any Investment acquired by Aeroflex or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable or claim held by Aeroflex or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person or the good faith settlement of delinquent obligations of a Person or of a litigation, arbitration or other dispute, or

(b) as a result of a foreclosure by Aeroflex or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Investments represented by Hedging Obligations;

(8) loans, Guarantees of loans, advances, and other extensions of credit to or on behalf of current and former officers, directors, employees, and consultants of Aeroflex, a Restricted Subsidiary of Aeroflex, or a direct or indirect parent of Aeroflex made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of Aeroflex or any direct or indirect parent of Aeroflex or in connection with any relocation costs related to the relocation of the corporate headquarters of Aeroflex, in an amount not to exceed $2.0 million at any one time outstanding;

(9) repurchases of the Notes;

(10) any Investment of Aeroflex or any of its Restricted Subsidiaries existing on the date of the Indenture and any extension, modification or renewal of such existing Investments, to the extent not involving any additional Investment other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such Investments as in effect on the date of the Indenture;

(11) Guarantees otherwise permitted by the terms of the Indenture;

135

(12) Investments resulting from the acquisition of a Person, otherwise permitted by the Indenture, which Investments at the time of such acquisition were held by the acquired Person and were not acquired in contemplation of the acquisition of such Person;

(13) Investments in joint ventures engaged in a Permitted Business having an aggregate value (measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) since the date of the Indenture not to exceed $25.0 million;

(14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(15) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $5.0 million measured at the time of such Investment;

(16) advances to suppliers and customers in the ordinary course of business;

(17) receivables owing to Aeroflex or any Restricted Subsidiary, prepaid expenses and deposits, if created, acquired or entered into in the ordinary course of business;

(18) payroll, business-related travel, and similar advances to cover matters that are expected at the time of such advances to be ultimately treated as expenses for accounting purposes and that are made in the ordinary course of business;

(19) any Investment in a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing the Qualified Receivables Transaction or any related Indebtedness;

(20) other Investments in any Person other than an Affiliate of Aeroflex made since the date of the Indenture having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) that are at such time outstanding not to exceed the greater of $25.0 million and 1.5% of Total Assets; and

(21) Investments in deposit accounts.

“Permitted Liens” means:

(1) Liens on assets of Aeroflex or any of its Restricted Subsidiaries securing Indebtedness that was permitted to be incurred pursuant to clauses (1), (4), (9), (10), (16), (20), (21) and (22) of the second paragraph of the covenant described under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided, in the case of clause (9), that the Indebtedness being guaranteed was permitted to be secured by a Lien;

(2) Liens in favor of Aeroflex or the Guarantors;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Aeroflex or any Subsidiary of Aeroflex; provided that such Liens were in existence prior to and were not incurred in connection with or in the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Aeroflex or the Subsidiary and assets or property affixed or appurtenant thereto;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Aeroflex or any Subsidiary of Aeroflex and assets or property affixed or appurtenant thereto; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of tenders, completion guarantees, statutory obligations, surety or appeal bonds, bids, leases, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens existing on the date of the Indenture;

136

(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(8) Liens imposed by law, such as carriers’ warehousemen’s, landlords’, mechanics’, suppliers, materialmen’s and repairmen’s Liens, or in favor of customs or revenue authorities or freight forwarders or handlers to secure payment of custom duties, in each case, incurred in the ordinary course of business;

(9) survey exceptions (or any state of facts an accurate survey would disclose), easements or reservations of, or rights of others for or pursuant to any leases, licenses, rights-of-way, or other similar agreements or arrangements, development, air or water rights, sewers, electric lines, telegraph and telephone lines and other utility lines, pipelines, service lines, railroad lines, improvements and structures located on, over or under any property, drains, drainage ditches, culverts, electric power or gas generating or co-generation, storage and transmission facilities and other similar purposes, or zoning or other restrictions as to the use of real property or minor defects in title which were not incurred to secure the payment of Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(10) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees) and all other monetary obligations under the Indenture;

(11) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided, however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the Indebtedness being refinanced arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

(12) Liens incurred by Aeroflex or any Restricted Subsidiary of Aeroflex with respect to Obligations that do not exceed, at any one time outstanding, the sum of (a) $20.0 million, plus (b) if, at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0, an additional $20.0 million; in each case, measured at the time of incurrence thereof;

(13) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(14) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits, or casualty or liability insurance or self insurance including any Lien securing letters of credit issued in the ordinary course of business in connection therewith;

(15) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made in conformity with GAAP;

(16) Liens securing Hedging Obligations incurred pursuant to clause (8) of the definition of “Permitted Debt;”

(17) any extension, renewal or replacement, in whole or in part, of any Lien described in clauses (3), (4), (6), (18), (19) or (20) of this definition” provided that any such extension, renewal or replacement is no more restrictive taken as a whole than the Lien so extended, renewed or replaced and does not extend to any additional property or assets, in conformity with GAAP;

(18) any interest or title of a lessor, licensor or sublicense under any operating lease, license or sublicense, as applicable (including, without limitation, precautionary financing statements filed in connection therewith) and leases, subleases and licenses granted to others that do not interfere in any material respect with the business of such Person;

(19) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Aeroflex or any Restricted Subsidiary thereof on deposit with or in possession of such bank;

(20) Liens on assets of Foreign Subsidiaries securing Indebtedness incurred in accordance with the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

137

(21) Liens on Receivables and Related Assets of the type specified in the definition of “Qualified Receivables Transaction” to secure Indebtedness incurred and outstanding under clause (1)(b) of the definition of “Permitted Debt”;

(22) Liens securing First Priority Cash Management Obligations;

(23) Liens on Equity Interests in Unrestricted Subsidiaries;

(24) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Aeroflex or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Aeroflex and its Restricted Subsidiaries, or (iii) relating to purchase order and other agreements entered into by Aeroflex or any Restricted Subsidiary of Aeroflex in the ordinary course of business.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to any direct or indirect parent of Aeroflex to permit such direct or indirect parent to pay directors’ fees, reasonable accounting, legal and administrative expenses of such Person when due; and

(2) for so long as Aeroflex is a member of a group filing a consolidated or combined tax return with any direct or indirect parent of Aeroflex, payments to such direct or indirect parent in respect of an allocable portion of the tax liabilities of such group that is attributable to Aeroflex and its Subsidiaries (“Tax Payments”) and to pay franchise or similar taxes and fees of such direct or indirect parent required to maintain such direct or indirect parent’s corporate existence; provided that the amount of the Tax Payments shall not exceed the lesser of (in each case, as estimated in good faith by Aeroflex) (i) the amount of the relevant tax (including any penalties and interest) that Aeroflex would owe if Aeroflex were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Aeroflex and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that direct or indirect parent actually owes to the appropriate taxing authority;

(3) customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of such direct or indirect parent corporation of Aeroflex to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the ownership or operation of Aeroflex and its Restricted Subsidiaries;

(4) general corporate overhead and operating expenses for such direct or indirect parent corporation of Aeroflex to the extent such expenses are attributable to the ownership or operation of Aeroflex and its Restricted Subsidiaries;

(5) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or other financing transaction by such direct or indirect parent of Aeroflex; and

(6) obligations under the Management Agreement.

“Permitted Refinancing Indebtedness” means

(1) any Indebtedness of Aeroflex or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, redeem, renew, refund, refinance, replace, defease or discharge other Indebtedness of Aeroflex or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including the amount of any reasonably determined premium and defeasance costs, incurred in connection therewith and other amounts necessary to accomplish such refinancing);

138

(b) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged;

(c) if the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms not materially less favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(d) such Indebtedness is incurred either by Aeroflex or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged, unless the Indebtedness relates to a specific asset, in which case the obligor shall be the current owner of such asset; and

(2) any Disqualified Stock of Aeroflex or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, refund, replace, defease or discharge other Indebtedness or Disqualified Stock of Aeroflex or any of its Restricted Subsidiaries (other than Indebtedness or Disqualified Stock held by Aeroflex or any of its Restricted Subsidiaries including intercompany Indebtedness); provided that:

(a) the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness, or the liquidation or face value of the Disqualified Stock, as applicable, so renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest or dividends thereon and the amount of any reasonably determined premium incurred in connection therewith);

(b) such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity or redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged;

(c) such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms not materially less favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged; and

(d) such Disqualified Stock is issued either by Aeroflex or by the Restricted Subsidiary who is the issuer of the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means (i) The Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc. and GS Direct, L.L.C, their respective Affiliates, any fund or account managed by any of the foregoing or any Affiliate thereof, (ii) any entity controlled directly or indirectly by any one or more of the foregoing or any group described in clause (iii), or (iii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Principals, collectively, have beneficial ownership of more than 50% of the Voting Stock of Aeroflex, measured by voting power rather than number of shares.

139

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action that occurred during the four quarter period or after the end of the four quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of the Indenture, (ii) were actually implemented in connection with such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action, and prior to the Calculation Date that are supportable and quantifiable by the underlying accounting records or (iii) relate to such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action and that Aeroflex reasonably determines are probable based upon specifically identifiable actions to be taken within 18 months of the date of the acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action; provided that the aggregate amount of cost savings added pursuant to this definition shall not exceed with respect to any other acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action, an aggregate amount equal to $20.0 million during each twelve month period following September 21, 2007 (provided no amounts shall be carried forward to any succeeding twelve month period), which allocated amount shall be reduced each Fiscal Quarter following the date of such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action by twenty-five percent (25%) of such initial allocated amount with calculations certified by the chief financial officer of Aeroflex.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Proceeds” means any of the following or any combination of the following:

(1) Cash Equivalents; and

(2) the Fair Market Value of assets that are used or useful in the Permitted Business; and

(3) the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by Aeroflex or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into Aeroflex or any Restricted Subsidiary.

The Fair Market Value of any assets or Capital Stock that are required to be valued by this definition will be determined in good faith by the Board of Directors of Aeroflex whose resolution with respect thereto will be delivered to the Trustee. The Aeroflex Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by Aeroflex or any Restricted Subsidiary of Aeroflex pursuant to which Aeroflex or any of its Restricted Subsidiaries may sell, convey, contribute to capital or otherwise transfer to a Receivables Entity, or may grant a security interest in or pledge, any Receivables or interests therein and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any Guarantees, indemnities, warranties or other documentation in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), which transfer, grant of security interest or pledge is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests, or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in Receivables and Related Assets, it being understood that a Qualified Receivables Transaction may involve:

(1) one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein, and

(2) periodic transfers or pledges of Receivables or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, and provided that:

(A) the Board of Directors of Aeroflex or of any Restricted Subsidiary of Aeroflex which is party to such Qualified Receivables Transaction shall have determined in good faith that such Qualified Receivables Transaction is economically fair and reasonable to Aeroflex or such Restricted Subsidiary of Aeroflex as applicable, and the Receivables Entity, and

140

(B) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Board of Directors of Aeroflex or of any Restricted Subsidiary which is party to such Qualified Receivables Transaction).

The grant of a security interest in any accounts receivables of Aeroflex or any of its Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Senior Secured Credit Facility shall not be deemed a Qualified Receivables Transaction.

“Receivables” means accounts receivable (including all rights to payment created by or arising from the sale of goods, or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) of Aeroflex or any Restricted Subsidiary of Aeroflex, whether now existing or arising in the future.

“Receivables Entity” means any Person formed for the purposes of engaging in a Qualified Receivables Transaction with Aeroflex or any of its Restricted Subsidiaries which engages in no activities other than in connection with the financing of Receivables of Aeroflex and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Restricted Subsidiary of Aeroflex that is the direct parent company of such Receivables Entity, or, if the Receivables Entity is not a Subsidiary of Aeroflex, by the Board of Directors of any Restricted Subsidiary of Aeroflex participating in such Qualified Receivables Transaction (in each case as provided below), as a Receivables Entity and:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a) is guaranteed by Aeroflex or any Restricted Subsidiary of Aeroflex other than a Receivables Entity (excluding any guarantees (other than guarantees of the principal of, and interest on, Indebtedness and guarantees of collection on Receivables) pursuant to Standard Securitization Undertakings);

(b) is recourse to or obligates Aeroflex or any Restricted Subsidiary of Aeroflex (other than a Receivables Entity) in any way other than pursuant to Standard Securitization Undertakings; or

(c) subjects any property or asset of Aeroflex or any Restricted Subsidiary of Aeroflex other than a Receivables Entity, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither Aeroflex nor any Restricted Subsidiary of Aeroflex other than a Receivables Entity has any material contract, agreement, arrangement or understanding other than on terms which Aeroflex reasonably believes to be no less favorable to Aeroflex or such Restricted Subsidiary than those that might be obtained at that time from Persons that are not Affiliates of Aeroflex; and

(3) to which neither Aeroflex nor any Restricted Subsidiary of Aeroflex has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).

Any such designation by the Board of Directors of the applicable Restricted Subsidiary of Aeroflex shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of such Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Receivables Financing” means any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which Aeroflex or any Restricted Subsidiary of Aeroflex may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets of the type specified in the definition of “Qualified Receivables Transaction.”

“Related Assets” shall have the meaning assigned to that term in the definition of “Qualified Receivables Transaction”.

141

“Related Party” means:

(1) any controlling stockholder, partners, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“Securitization Assets” means any account receivable or other revenue stream subject to a Qualified Receivables Transaction.

“Senior Debt” means:

(1) all Indebtedness of Aeroflex or any Guarantor outstanding under the Senior Secured Credit Agreement and all Hedging Obligations with respect thereto;

(2) any other Indebtedness of Aeroflex or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Note Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by Aeroflex;

(2) any intercompany Indebtedness of Aeroflex or any of its Subsidiaries to Aeroflex or any of its Subsidiaries;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of the Indenture; or

(5) Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of section 1111(b)(1) of the Bankruptcy Code.

“Senior Secured Credit Facility” means the Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among Aeroflex as the successor by merger to Aeroflex Acquisition Corp., AX Acquisition Corp., AX Holding Corp., certain subsidiaries of Aeroflex, as guarantors, the lenders party thereto from time to time in compliance with the Indenture, and Goldman Sachs Credit Partners, L.P., as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of the Indenture, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of a receivables financing or sales of debt securities to institutional investors) in whole or in part from time to time, in compliance with the Indenture including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings or letters of credit thereunder or adding Subsidiaries of Aeroflex as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Senior Subordinated Unsecured Credit Facility” means that certain Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007, among Aeroflex, certain subsidiaries of Aeroflex, the various lenders party thereto, and Goldman Sachs Credit Partners L.P., as Administrative Agent.

142

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture.

 “Standard Securitization Undertakings” means all representations, warranties, covenants, indemnities, performance guarantees and servicing obligations entered into by Aeroflex or any Subsidiary of Aeroflex (other than a Receivables Entity) which are customary in connection with any Qualified Receivables Transaction.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Total Assets” means the total consolidated assets of Aeroflex and its Restricted Subsidiaries, as shown on the most recent internal balance sheet of Aeroflex prepared on a consolidated basis (excluding Unrestricted Subsidiaries) in accordance with GAAP.

“Transactions” means the transactions contemplated by the Agreement and Plan of Merger dated as of May 25, 2007 among AX Holding Corp., AX Acquisition Corp. and Aeroflex, and the financing of such transactions, including the borrowings under the Senior Secured Credit Facility.

“Treasury Rate” means, as determined by Aeroflex, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to August 15, 2011; provided, however, that if the period from the redemption date to August 15, 2011, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means any Subsidiary of Aeroflex that is designated by the Board of Directors of Aeroflex as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of Aeroflex, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Aeroflex or any Restricted Subsidiary of Aeroflex unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Aeroflex or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Aeroflex;

(3) is a Person with respect to which neither Aeroflex nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

143

 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Aeroflex or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

General

The following is a discussion of the material United States federal income tax consequences of the ownership and disposition of the Original Notes for the New Notes and, only where so indicated, the Original Notes to U.S. holders (as defined below). The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, Internal Revenue Service published rulings and judicial and administrative decisions in effect as of the date of this prospectus, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. The following discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to Note holders. The following discussion also does not address potential alternative minimum tax, foreign, state, local and other tax consequences of ownership and disposition of the Notes. This discussion applies only to Note holders who, on the date of the exchange offer, hold the Notes as a capital asset within the meaning of section 1221 of the Code. The following discussion does not address taxpayers subject to special treatment under U.S. federal income tax laws, such as insurance companies, financial institutions, dealers in securities or currencies, traders of securities that elect the mark-to-market method of accounting for their securities, persons that have a functional currency other than the U.S. dollar, tax-exempt organizations, mutual funds, real estate investment trusts, S corporations or other pass-through entities (or investors in an S corporation or other pass-through entity) and taxpayers subject to the alternative minimum tax. In addition, the following discussion may not apply to Note holders who acquired their Notes as compensation for services or through a tax-qualified retirement plan or who hold their Notes as part of a hedge, straddle, conversion transaction or other integrated transaction. If Notes are held through a partnership, the U.S. federal income tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships that are holders of Notes and partners in such partnerships are urged to consult their own tax advisors regarding the tax consequences to them of ownership and disposition of the Notes.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSIDERATIONS TO YOU OF THE EXCHANGE OF ORIGINAL NOTES FOR NEW NOTES AND THE OWNERSHIP AND DISPOSITION OF THE NEW NOTES, INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL, FOREIGN OR ESTATE TAX LAWS OR ANY TAX TREATY.

Circular 230 Disclosure

BASED ON U.S. TREASURY REGULATIONS GOVERNING PRACTICE BEFORE THE INTERNAL REVENUE SERVICE, THE ISSUER HEREBY INFORMS YOU THAT:

(A)           ANY ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER,

(B)           ANY SUCH ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE NOTES BY THE ISSUER, AND

144

(C)           EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

U.S. Holders

As used herein, the term “U.S. holder” means a beneficial owner of a Note that is for United States federal income tax purposes:

(1)           an individual who is a citizen or resident of the United States;

(2)           a corporation or an entity treated as a corporation for federal income tax purposes, which is created or organized in or under the laws of the United States or of any state therein or the District of Columbia;

(3)           an estate, the income of which is subject to United States federal income taxation regardless of its source; or

(4)           a trust, if a court within the United States is able to exercise primary supervision over such trust’s administration and one or more United States persons have the authority to control all substantial decisions of such trust, or if the trust has made a valid election to be treated as a United States person.

As used herein, the term “non-U.S. holder” means a beneficial owner of a Note that is not a U.S. holder or a partnership or other pass-through entity for United States federal income tax purposes.

Tax Consequences to U.S. Holders

This section applies to you if you are a U.S. holder.

Exchange Offer/Exercise of Registration Rights

Neither an exchange of Original Notes for New Notes nor the filing of a registration statement with respect to the resale of the New Notes will be a taxable event to you, and you will not recognize any taxable gain or loss or any interest income as a result of such exchange or such filing. Moreover, the U.S. holder’s holding period for the New Note received in exchange for the Original Note will include the holding period for the Original Note so exchanged, and such U.S. holder’s adjusted tax basis in the New Note will be the same as such U.S. holder’s adjusted tax basis in the Original Notes so exchanged determined immediately before the exchange.

Original Issue Discount

Under the market discount provisions of the Code, generally if you have purchased (i) an Original Note at the initial offering of the Original Notes for an amount less than its issue price, or (ii) a Note subsequent to the initial offering of the Original Notes for an amount less than the sum of the issue price and the aggregate amount of original issue discount included in the income of all previous holders, the difference will be treated as market discount. We expect to take the position that the Notes are not issued with original issue discount for United States federal income tax purposes. However, this conclusion is uncertain. It is possible that the IRS could conclude that the Notes were issued with original issue discount. In such event, U.S. holders of Notes generally would be required to include such original issue discount in gross income for United States federal income tax purposes on an annual basis under a constant yield accrual method regardless of their regular method of tax accounting. As a result, U.S. holders would include original issue discount in income in advance of the receipt of cash attributable to such income.

The rules regarding market discount are complex.  Accordingly, you should consult with your own tax advisor regarding their application.

Interest

Stated interest on a Note will generally be includible in your gross income as ordinary interest income when it is received or accrued in accordance with your usual method of accounting for U.S. federal tax purposes.

145

Sale, Exchange or Redemption of the Notes

Upon the sale, exchange, redemption or other taxable disposition of the New Note, you generally will recognize gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest which amounts will be treated as ordinary income to the extent not previously included in gross income) and (ii) your adjusted federal income tax basis in the Note. Although the matter is not free from doubt, we intend to take the position that the acquisition of a Note and the repayment of a corresponding principal amount of a holder’s interest in our $225.0 million Exchangeable Senior Unsecured Credit Facility is not a taxable event and that your federal income tax basis in a Note, immediately after its acquisition, should be equal to your adjusted federal income tax basis in the corresponding principal amount of the loan. Your adjusted federal income tax basis in a Note generally will be equal to its initial federal income tax basis, reduced by any payments of principal on such Note and subject to further adjustment for any accrued market discount or amortized bond premium with respect to the Note.

Any gain or loss you recognize on a disposition of a Note generally will constitute capital gain or loss and will be long-term capital gain or loss if your holding period with respect to the Note is longer than one year. Although the matter is not free from doubt, we believe that the holding period with respect to the Note should include the holding period of the corresponding principal amount of the loan held by such U.S. holder. Certain non-corporate U.S. holders may be eligible for preferential rates of United States federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to certain limitations.

Backup Withholding and Information Reporting

You may be subject, under certain circumstances, to information reporting and/or backup withholding (currently at a rate of 28%) with respect to payments of interest in respect of the Notes and proceeds from the sale or other disposition of a Note (including a redemption or retirement). This withholding applies only if you (i) fail to furnish your social security number or other taxpayer identification number (“TIN”) within a reasonable time after a request therefor, (ii) furnish an incorrect TIN, (iii) are notified by the IRS that you failed to report interest or dividends properly, or (iv) fail, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is your correct number and that you are not subject to backup withholding. Backup withholding is not an additional tax. Any amount withheld from a payment under the backup withholding rules is allowable as credit against your United States federal income tax liability (and may entitle you to a refund), provided that the required information is timely furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and certain financial institutions. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Tax Consequences to Non-U.S. Holders

This section applies to you if you are a non-U.S. holder.

United States Federal Withholding Tax

The 30% United States federal withholding tax will not apply to any payment of principal or interest on the Notes provided that, in the case of interest, either such interest is effectively connected with a U.S. trade or business (as discussed below), or:

• you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury Regulations;

• you are not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership;

• you are not a bank whose receipt of interest on the notes is pursuant to a loan agreement entered into in the ordinary course of business; and

• you have fulfilled the statement requirements set forth in section 871(h) or section 881(c) of the Code and the Treasury Regulations, as discussed below.

The statement requirements referred to above will be fulfilled if you certify on IRS Form W-8BEN or other successor form, under penalties of perjury, that you are not a United States person and provide your name and address, and (i) you file such IRS Form W-8BEN or other successor form with the withholding agent or (ii) in the case of a Note held on your behalf by a securities clearing organization, bank or other financial institution holding customers’ securities in the ordinary course of its trade or business, the financial institution files with the withholding agent a statement that it has received the IRS Form W-8BEN or other successor form from the holder and furnishes the withholding agent with a copy thereof; provided that a foreign financial institution will fulfill the certification requirement by filing IRS Form W-8IMY with the withholding agent if it has entered into an agreement with the IRS to be treated as a qualified intermediary. You should consult your tax advisor regarding possible additional reporting requirements.

146

If you cannot satisfy the requirements described in the bullet points above, payments of interest made to you will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the benefit of a tax treaty or (2) IRS Form W-8ECI (or successor form) stating that payments on the Note are not subject to withholding tax because such payments are effectively connected with your conduct of a trade or business in the United States as discussed below.

The 30% United States federal withholding tax will generally not apply to any gain that you realize on the sale, exchange, or other disposition of the Notes.

United States Trade or Business

If you are engaged in a trade or business in the United States and interest or gain on the Notes is effectively connected with the conduct of that trade or business and, if an applicable tax treaty so provides, is attributable to a permanent establishment or a fixed base in the United States, you will be subject to United States federal income tax on the interest or gain on a net income basis generally in the same manner as if you were a U.S. holder. In that case, you would not be subject to the 30% United States federal withholding tax with respect to interest (assuming that you provide a proper certification, as discussed above). In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year that are effectively connected with the conduct by you of a trade or business in the United States. For this purpose, interest or gain on notes will be included in earnings and profits if so effectively connected.

Sale, Exchange or Redemption of the Notes

Any gain realized on the sale, exchange, or redemption of Notes generally will not be subject to United States federal income tax unless:

• that gain is effectively connected with the conduct of a trade or business in the United States by you and, if a tax treaty applies, is attributable to a permanent establishment in the United States; or

• you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

Information Reporting and Backup Withholding

We must annually report to the IRS and to you the interest paid to you on your Notes. Copies of these information returns also may be made available to the tax authorities of the country in which you reside pursuant to the provisions of various treaties or agreements for the exchange of information. In general, you will not be subject to information reporting and backup withholding with respect to payments of interest that we make to you provided that we do not have actual knowledge that you are a United States person and we have received from you the statement described above under “United States Federal Withholding Tax.”

Payments on the sale, exchange or other disposition of a Note (including a redemption or retirement) made to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is (i) a United States person, (ii) a controlled foreign corporation for United States federal income tax purposes, (iii) a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, or (iv) a foreign partnership with certain connections to the United States, then information reporting will be required unless the broker has in its records documentary evidence that the beneficial owner is not a United States person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Such payments to or through the United States office of a broker will be subject to backup withholding and information reporting unless the beneficial owner certifies, under penalties of perjury, that it is not a United States person or otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.

147

PLAN OF DISTRIBUTION

A broker-dealer that is the holder of Original Notes that were acquired for the account of that broker-dealer as a result of market-making or other trading activities, other than Original Notes acquired directly from the issuer or any of its affiliates, may exchange those Original Notes for New Notes pursuant to the exchange offer. This is true so long as each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where the Original Notes were acquired by the broker-dealer as a result of market-marking or other trading activities, delivers a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where the Original Notes were acquired as a result of market-making activities or other trading activities.

The issuer has agreed that, for a period of 180 days after the consummation of the exchange offer, it will make this prospectus, as it may be amended or supplemented from time to time, available to any broker- dealer for use in connection with any resale, except that the period may be suspended for a period if the issuer's board of directors, determines upon the advice of counsel, that the amended or supplemented prospectus would require disclosure of confidential information or interfere with any of its financing, acquisition, reorganization or other material transactions. All broker-dealers effecting transactions in the New Notes may be required to deliver a prospectus.

The issuer will not receive any proceeds from any sale of New Notes by broker-dealers or any other holder of New Notes. New Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of the resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

The issuer has agreed to pay all expenses incident to the exchange offer and to its performance of, or compliance with, the Registration Rights Agreement (other than the commissions or concessions of any brokers or dealers) and will indemnify the holders of the New Notes (including any broker-dealers) against some liabilities, including liabilities under the Securities Act.

CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the Original Notes and New Notes by employee benefit plans that are subject to the provisions of Title I of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), plans, individual retirement accounts and other arrangements that are subject to the prohibited transactions provisions of Section 4975 of the Code and entities whose assets are treated as "plan assets" under Section 3(42) of ERISA of such employee benefit plans or plans, accounts and arrangements (collectively, "ERISA Plans") and employee benefit plans that are subject to provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws," each, a "Plan").

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of an ERISA Plan and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

148

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a nonexempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a nonexempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of Notes by an ERISA Plan with respect to which we or the Original Purchaser are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions ("PTCEs") that may apply to the acquisition and holding of the Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting transactions determined by in-house asset managers, although all of the conditions of any such exemptions may not be satisfied. In addition, Section 408(b)(17) of ERISA (and Section 4975(d)(20) of the Code), respecting transactions with service providers to ERISA Plans may apply to the acquisition and holding of the Notes, although all of the conditions of the statutory exemption may not be satisfied. Because of the foregoing, the Notes should not be purchased or held by any person investing "plan assets" of any ERISA Plan or other Plan, unless such purchase and holding (and the exchange of Notes for New Notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

Accordingly, by acceptance of a Note or an exchange note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the Notes constitutes assets of any Plan or (ii) the purchase and holding of the Notes (and the exchange of Original Notes for New Notes) by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the Notes (and holding the Original Notes or New Notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the purchase and holding of the Notes.

LEGAL MATTERS

The validity and enforceability of the Notes and the related guarantees will be passed upon for us by Moomjian, Waite, Wactlar & Coleman, LLP, Jericho, New York.

EXPERTS

The consolidated financial statements and schedule of Aeroflex Incorporated and Subsidiaries as of June 30, 2008 (Successor Entity) and 2007 (Predecessor Entity), and for the periods from July 1, 2007 to August 14, 2007 (Predecessor Entity) and August 15, 2007 to June 30, 2008 (Successor Entity) and for each of the years in the two-year period ended June 30, 2007 (Predecessor Entity), have been included in this prospectus and the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in auditing and accounting.  The audit report covering the June 30, 2008 consolidated financial statements refers to the adoption of the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, effective July 1, 2007, the provisions of Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, effective June 30, 2007, the provisions of Statement of Financial Accounting Standard No. 123(R), Share-Based Payment, effective July 1, 2005, and the provisions of FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, effective June 30, 2006.

149

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to our offering of the New Notes. This prospectus does not contain all of the information included in the registration statement and the exhibits and schedules thereto. You will find additional information about us and the New Notes in the registration statement. We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the New Notes, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. You may read and copy the registration statement and the exhibits and schedules thereto, as well as other information that we file with the SEC, at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at l-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains information that registrants, including us, file electronically with the SEC. Statements made in this prospectus about legal documents may not necessarily be complete and you should read the documents, which are filed as exhibits to the registration statement or otherwise filed with the SEC. Our website address is www.aeroflex.com. The contents of our website are not incorporated by reference into this prospectus.

150

AEROFLEX INCORPORATED

AND SUBSIDIARIES

FINANCIAL STATEMENTS FOR THE YEAR ENDED

JUNE 30, 2008

	PAGE
I N D E X
CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated financial statements:
Balance sheets – June 30, 2008 (Successor) and 2007 (Predecessor)		F-3
Statements of operations –		F-4
Fiscal Years Ended June 30, 2007 and 2006 (Predecessor)
Periods from July 1, 2007 to August 14, 2007 (Predecessor)
and August 15, 2007 to June 30, 2008 (Successor)
Statements of stockholder’s equity and comprehensive income (loss)  -		F-5
Fiscal Years Ended June 30, 2007 and 2006 (Predecessor)
Periods from July 1, 2007 to August 14, 2007 (Predecessor)
and August 15, 2007 to June 30, 2008 (Successor)
Statements of cash flows –		F-6
Fiscal Years Ended June 30, 2007 and 2006 (Predecessor)
Periods from July 1, 2007 to August 14, 2007 (Predecessor)
and August 15, 2007 to June 30, 2008 (Successor)
Notes to the consolidated financial statements		F-7 – F-49
Quarterly Financial Data (Unaudited)		F-50
Schdule II-Valuation and Qualifying Accounts		F-51

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors

Aeroflex Incorporated and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Aeroflex Incorporated and subsidiaries (the Company) as of June 30, 2008 (Successor Entity) and 2007 (Predecessor Entity), and the related consolidated statements of operations, stockholder’s equity and comprehensive income (loss), and cash flows for the periods from August 15, 2007 to June 30, 2008 (Successor Entity) and July 1, 2007 to August 14, 2007 (Predecessor Entity) and each of the years in the two year period ended June 30, 2007 (Predecessor Entity).  In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule.   These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aeroflex Incorporated and subsidiaries as of June 30, 2008 and 2007, and the results of their operations and their cash flows for the periods from August 15, 2007 to June 30 2008 and July 1, 2007 to August 14, 2007 and each of the years in the two year period ended June 30, 2007, in conformity with U.S. generally accepted accounting principles.  Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in note 12 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, effective July 1, 2007, as discussed in note 14 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, effective June 30, 2007, and as discussed in note 1 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standard No. 123(R), Share-Based Payment, effective July 1, 2005, and the provisions of FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, effective June 30, 2006.

/s/  KPMG LLP

Melville, New York

October 17, 2008

F-2

Aeroflex Incorporated

and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

	June 30,			June 30,
	2008			2007
	Successor Entity			Predecessor Entity
Assets
Current assets:
Cash and cash equivalents	$	54,149		$	13,000
Marketable securities		-			9,500
Accounts receivable, less allowance for doubtful
accounts of $2,683 and $1,589		147,983			139,041
Inventories		134,891			139,857
Deferred income taxes		27,039			16,520
Assets of discontinued operations		-			6,394
Prepaid expenses and other current assets		12,184			11,104
Total current assets		376,246			335,416
Property, plant and equipment, net		104,649			81,412
Deferred income taxes		-			12,689
Non-current marketable securities		19,960			-
Deferred financing costs, net		30,185			36
Other assets		18,560			16,107
Intangible assets with definite lives, net		344,866			46,774
Intangible assets with indefinite lives		123,378			-
Goodwill		461,155			181,962
Total assets	$	1,478,999		$	674,396
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	5,574		$	2,164
Accounts payable		39,382			38,277
Advance payments by customers and deferred revenue		27,144			20,272
Income taxes payable		1,936			7,612
Liabilities of discontinued operations		-			2,394
Accrued payroll expenses		24,525			21,092
Accrued expenses and other current liabilities		56,830			42,002
Total current liabilities		155,391			133,813
Long-term debt		873,237			1,419
Deferred income taxes		159,457			-
Defined benefit plan obligations		6,263			17,528
Other long-term liabilities		8,003			10,939
Total liabilities		1,202,351			163,699
Stockholder's equity:
Predecessor preferred stock, par value $.10 per share; authorized 1,000,000 shares
Series A Junior Participating Preferred Stock, par value
$.10 per share, authorized 110,000 shares; none issued		-			-
Predecessor common stock, par value $.10 per share; authorized 110,000,000
shares; issued and outstanding 75,194,000 shares		-			7,519
Successor common stock, par value $.10 per share; authorized 1,000
shares; issued and outstanding 1,000 shares		-			-
Additional paid-in capital		381,666			388,801
Accumulated other comprehensive income (loss)		407			27,646
Retained earnings (deficit)		(105,425	)		86,731
Total stockholder's equity		276,648			510,697
Total liabilities and stockholder's equity	$	1,478,999		$	674,396

See notes to consolidated financial statements

F-3

Aeroflex Incorporated and Subsidiaries

Consolidated Statements of Operations

(In thousands)

	August 15, 2007			July 1, 2007			Year Ended			Year Ended
	to June 30,			to August 14,			June 30,			June 30,
	2008			2007			2007			2006
	Successor Entity			Predecessor Entity			Predecessor Entity			Predecessor Entity
Net sales	$	604,991		$	38,221		$	593,146		$	546,243
Cost of sales		352,953			22,861			308,969			284,312
Gross profit		252,038			15,360			284,177			261,931
Selling, general and administrative costs		121,086			19,031			129,621			122,871
Research and development costs		69,898			12,178			76,717			72,055
Amortization of acquired intangibles		73,076			1,692			13,006			13,778
Acquired in-process research and development costs		24,975			-			-			-
Company sale transaction expenses		32,493			3,717			30,584			-
		321,528			36,618			249,928			208,704
Operating income (loss)		(69,490	)		(21,258	)		34,249			53,227
Other income (expense)
Interest expense		(74,658	)		(275	)		(672	)		(608	)
Other income (expense), net		4,617			294			152			1,669
Total other income (expense)		(70,041	)		19			(520	)		1,061
Income (loss) from continuing operations before income taxes		(139,531	)		(21,239	)		33,729			54,288
Provision (benefit) for income taxes		(38,927	)		(6,831	)		24,935			20,540
Income (loss) from continuing operations		(100,604	)		(14,408	)		8,794			33,748
Income (loss) from discontinued operations, net of
tax benefit		(4,821	)		(2,508	)		(3,868	)		(5,652	)
Income (loss) before cumulative effect of a change in accounting
principle		(105,425	)		(16,916	)		4,926			28,096
Cumulative effect of a change in accounting principle, net
of tax benefit of $490		-			-			-			(1,137	)
Net income (loss)	$	(105,425	)	$	(16,916	)	$	4,926		$	26,959

See notes to consolidated financial statements

F-4

Aeroflex Incorporated and Subsidiaries

Consolidated Statements of Stockholder's Equity

and Comprehensive Income (Loss)

(In thousands)

													Accumulated
										Additional			Other Comp-			Retained
				Common Stock						Paid-in			rehensive			Earnings			Treasury Stock						Comprehensive
	Total			Shares			Par Value			Capital			Income(Loss)			(Deficit)			Shares			Cost			Income (Loss)
Predecessor Entity:
Balance, June 30, 2005	$	443,980			74,618		$	7,462		$	372,666		$	9,020		$	54,846			4		$	(14	)
Stock issued upon exercise of
stock options, including tax benefit		5,913			691			69			5,844			-			-
Share-based compensation		6,772			-			-			6,772			-			-			-			-
Stock repurchase and retirement		(402	)		(39	)		(4	)		(412	)		-			-			(4	)		14
Other comprehensive income		4,448			-			-			-			4,448			-			-			-		$	4,448
Net income		26,959			-			-			-			-			26,959			-			-			26,959
Balance, June 30, 2006		487,670			75,270			7,527			384,870			13,468			81,805			-			-		$	31,407
Stock issued upon exercise of
stock options, including tax benefit		17,031			1,678			168			16,863			-			-
Share-based compensation		4,126			-			-			4,126			-			-			-			-
Stock repurchase and retirement		(17,234	)		(1,754	)		(176	)		(17,058	)		-			-			-			-
Other comprehensive income		14,906			-			-			-			14,906			-			-			-		$	14,906
Net income		4,926			-			-			-			-			4,926			-			-			4,926
Adjustment related to adoption
of FASB Statement No. 158, net of
tax (Note 14)		(728	)		-			-			-			(728	)		-			-			-			-
Balance, June 30, 2007		510,697			75,194			7,519			388,801			27,646			86,731			-			-		$	19,832
Stock issued upon exercise of
stock options, including tax benefit		13,124			51			5			13,119			-			-
Share-based compensation		214			-			-			214			-			-			-			-
Other comprehensive income		(497	)		-			-			-			(497	)		-			-			-		$	(497	)
Net income (loss) - July 1, 2007 to
August 14, 2007		(16,916	)		-			-			-			-			(16,916	)		-			-			(16,916	)
Adjustments for the effects of the Merger		(506,622	)		(75,245	)		(7,524	)		(402,134	)		(27,149	)		(69,815	)		-			-
		-			-			-			-			-			-			-			-		$	(17,413	)
Successor Entity:
Proceeds from issuance of common stock		378,350			1			-			378,350			-			-			-			-
Share-based compensation		3,123			-			-			3,123			-			-			-			-
Accretion of interest on equity classified
award		193			-			-			193			-			-			-			-
Other comprehensive income		407			-			-			-			407			-			-			-		$	407
Net income (loss) - August 15, 2007 to
June 30, 2008		(105,425	)		-			-			-			-			(105,425	)		-			-			(105,425	)
Balance, June 30, 2008	$	276,648			1		$	-		$	381,666		$	407		$	(105,425	)		-		$	-		$	(105,018	)

See notes to consolidated financial statements

F-5

Aeroflex Incorporated

and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

	August 15, 2007			July 1, 2007			Year			Year
	to June 30,			to August 14,			Ended June 30,			Ended June 30,
	2008			2007			2007			2006
	Successor Entity			Predecessor Entity			Predecessor Entity			Predecessor Entity
Cash flows from operating activities:
Net income (loss)	$	(105,425	)	$	(16,916	)	$	4,926		$	26,959
Cumulative effect of change in accounting principle, net of tax		-			-			-			1,137
Loss from discontinued operations, net of tax		4,821			2,508			3,868			5,652
Income (loss) from continuing operations		(100,604	)		(14,408	)		8,794			33,748
Adjustments to reconcile income (loss) from continuing
operations to net cash provided by (used in)
operating activities:
Depreciation and amortization		93,032			3,662			30,142			30,371
Acquired in-process research and development costs		24,975			-			-			-
Acquisition related adjustment to cost of sales		38,968			-			-			-
Acquisition related adjustment to sales		2,510			-			-			-
Deferred income taxes		(40,830	)		5,284			(7,184	)		(11,904	)
Non - cash share based compensation		3,123			214			4,126			6,653
Non - cash restructuring charges		485			-			753			-
Amortization of deferred financing costs		3,514			-			-			-
Paid in kind interest		11,340			-			-			-
Excess tax benefits from share based compensation arrangements		-			(12,542	)		(2,870	)		(551	)
Other, net		1,422			(24	)		106			666
Change in operating assets and liabilities,
net of effects from purchases of businesses:
Decrease (increase) in accounts receivable		(56,051	)		47,889			(19,902	)		(23,911	)
Decrease (increase) in inventories		13,509			(12,885	)		(7,878	)		(9,047	)
Decrease (increase) in prepaid expenses
and other assets		23,677			(26,682	)		(760	)		496
Increase (decrease) in accounts payable, accrued
expenses and other liabilities		(4,874	)		21,246			17,152			14,770
Net cash provided by (used in) continuing operations		14,196			11,754			22,479			41,291
Net cash provided by (used in) discontinued
operations		(5,286	)		(461	)		(1,677	)		(4,594	)
Net cash provided by (used in) operating activities		8,910			11,293			20,802			36,697
Cash flows from investing activities:
Acquisition of predecessor entity, net of cash acquired		(1,118,293	)		-			-			-
Payment for purchase of businesses, net of cash acquired		(11,145	)		-			(10,663	)		-
Contingent payment for purchase of business		-			-			(9,247	)		-
Capital expenditures		(13,179	)		(1,088	)		(18,427	)		(15,365	)
Proceeds from the sale of property, plant and equipment		229			-			480			116
Purchase of marketable securities		(631,805	)		(53,828	)		(589,577	)		(348,545	)
Proceeds from sale of marketable securities		611,853			63,328			608,409			320,213
Preacquisition tax refund received		-			-			-			1,232
Other, net		-			-			-			(77	)
Net cash provided by (used in) investing activities of continuing operations		(1,162,340	)		8,412			(19,025	)		(42,426	)
Net cash provided by (used in) discontinued operations		(36	)		(6	)		(88	)		(127	)
Net cash provided by (used in) investing activities		(1,162,376	)		8,406			(19,113	)		(42,553	)
Cash flows from financing activities:
Proceeds from issuance of common stock		378,350			-			-			-
Purchase and retirement of treasury stock		-			-			(17,234	)		(402	)
Borrowings under debt agreements		870,000			-			-			-
Debt repayments		(6,083	)		(29	)		(611	)		(658	)
Debt financing costs		(33,222	)		(477	)		-			(308	)
Excess tax benefits from share based compensation arrangements		-			12,542			2,870			551
Proceeds from the exercise of stock options and warrants		-			583			14,182			4,565
Amounts paid for withholding taxes on stock option exercises		(14,142	)		(56	)		(3,383	)		(1,062	)
Withholding taxes collected for stock option exercises		14,142			56			3,383			1,062
Net cash provided by (used in) financing activities of continuing operations		1,209,045			12,619			(793	)		3,748
Effect of exchange rate changes on cash
and cash equivalents		(1,430	)		178			1,717			(479	)
Net increase  (decrease) in cash and cash equivalents		54,149			32,496			2,613			(2,587	)
Cash and cash equivalents at beginning of period		-			13,000			10,387			12,974
Cash and cash equivalents at end of period	$	54,149		$	45,496		$	13,000		$	10,387

See notes to consolidated financial statements

F-6

AEROFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.            Summary of Significant Accounting Principles and Policies

The Company and its Sale

Aeroflex Incorporated and its subsidiaries (the “Company,” “we” or “our”) design, engineer and manufacture microelectronics and test solution and measurement equipment that are sold primarily to the broadband communications, aerospace and defense markets. Our fiscal year ends on June 30.

On August 15, 2007, the Company was sold to affiliates of or funds managed by The Veritas Capital Fund Ill, L.P. (“Veritas”), Golden Gate Private Equity, Inc. (“Golden Gate”) and GS Direct, L.L.C. (“GS Direct”) and certain members of management (“the Merger”) (see Note 3).

Presentation and Use of Estimates

Our financial statements are prepared in conformity with U.S. GAAP. They consolidate our subsidiaries, all of which, except for Test Evolution Corporation (see Note 4) are wholly owned. All significant intercompany balances and transactions have been eliminated.

The consolidated financial statements presented as of June 30, 2008 and for the period from August 15, 2007 to June 30, 2008 represent the Company subsequent to its acquisition (the “Successor” or “Successor Entity”), whereas the consolidated financial statements as of June 30, 2007 and for the fiscal years ended June 30, 2007 and 2006 and the period from July 1, 2007 to August 14, 2007 represent the Company prior to the Merger (the “Predecessor” or “Predecessor Entity”). The purchase method of accounting was applied effective August 15, 2007 in connection with the Merger. Therefore, our consolidated financial statements for periods before August 15, 2007 are presented on a different basis than those for the periods after August 14, 2007 and, as such, are not comparable.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires that management of the Company make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the more significant estimates included in our consolidated financial statements are revenue and cost recognition under long-term contracts; the valuation of accounts receivable, inventories, investments and deferred tax assets; the depreciable lives of fixed assets and useful lives of amortizable intangible assets; the valuation of assets acquired and liabilities assumed in business combinations; the recoverability of long-lived amortizable intangible assets and goodwill, as well as net assets of discontinued operations; share-based compensation; restructuring charges; asset retirement obligations and certain accrued expenses and contingencies.

The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant them. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements.

Cash and Cash Equivalents

All highly liquid investments having maturities of three months or less at the date of acquisition are considered to be cash equivalents.

F-7

Marketable Securities

Marketable securities are classified as available-for-sale and are recorded at fair value with unrealized gains and losses, net of taxes, reported as a separate component of stockholder’s equity. Realized gains and losses and declines in market value judged to be other than temporary, of which there were none, for the three years ended June 30, 2008, are included in other income. Interest income and dividends are also included in other income.

At June 30, 2008, our marketable securities consisted primarily of $19.9 million of auction rate securities, whose carrying amount approximated their fair value. Auction rate securities represent long-term (generally maturities of ten years to thirty-five years from the date of issuance) variable rate bonds tied to short-term interest rates that are reset through an auction process, which occurs every seven to thirty-five days, and are classified as available for sale securities. All but one (with the one security having a carrying value of $1.9 million and a AA rating) of our auction rate securities retain a triple-A rating by at least one nationally recognized statistical rating organization. In addition, certain of our auction rate securities are backed by student loans whose principal and interest are federally guaranteed by the Family Federal Education Loan Program. To date, we have collected all interest payments on all our auction rate securities when due and expect to do so in the future.

At June 30, 2008, we concluded that the fair value of our auction rate securities would not be significantly different than the cost basis. However, given that there is currently no active secondary market for our investment in auction rate securities, the determination of fair value in the future could be negatively impacted by factors including, but not limited to:

· continuing illiquidity for an extended period of time;

· lack of action by the issuers to establish different forms of financing to replace or redeem these securities; and

·  changes in the credit quality of the underlying securities.

If fair values were to decrease below cost for a prolonged period of time, we would consider various factors in determining whether to recognize an other than temporary impairment charge, including the length of time and the extent to which the fair value has been below the cost basis, the current financial condition of the issuer and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Auction rate securities are classified as non-current assets in the accompanying June 30, 2008 consolidated balance sheet.  Marketable securities at June 30, 2007 of $9.5 million consisted of auction rate securities that equaled their fair value.

Inventories

Inventories, including amounts related to long-term contracts accounted for under percentage-of-completion accounting, are stated at the lower of cost (first-in, first-out) or market.

Financial Instruments and Derivatives

Foreign currency contracts are used to protect us from fluctuations in exchange rates. We enter into foreign currency contracts, which are not designated as hedges. Thus the change in fair value is included in income as it occurs, within other income (expense). As of June 30, 2008, we had $2.8 million of notional value foreign currency forward contracts maturing through September 2008. Notional amounts do not quantify risk or represent assets or liabilities of the Company, but are used in the calculation of cash settlements under the contracts. The fair value of these contracts at June 30, 2008 and 2007 was insignificant.

Our interest rate swap derivatives are designated as cash flow hedges. As such, they are recorded on the balance sheet as assets or liabilities at their fair value, with changes in the fair value of such derivatives, net of taxes, recorded as a component of other comprehensive income. The fair value of the interest rate swap derivatives as of June 30, 2008 was an asset of $2.2 million ($1.4 million, net of taxes).

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, and collectibility of the resulting receivable is reasonably assured.

F-8

For arrangements other than certain long-term contracts, revenue (including shipping and handling fees) is recognized when products are shipped and title has passed to the customer. If title does not pass until the product reaches the customer’s delivery site, then recognition of the revenue is deferred until that time. Certain of our sales are to distributors which have a right to return some portion of product within up to eighteen months of sale. We recognize revenue on these sales at the time of shipment to the distributor as the returns under these arrangements have been insignificant and can be reasonably estimated. A provision for such estimated returns is recorded at the time sales are recognized.

Long-term contracts are accounted for in accordance with SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.”  We determine estimated contract profit rates and use the percentage-of-completion method to recognize revenues and associated costs as work progresses on certain long-term contracts. We measure the extent of progress toward completion generally based upon one of the following methods (based upon an assessment of which method most closely aligns to the underlying earnings process), (i) the units-of-delivery method, (ii) the cost-to-cost method, using the ratio of contract costs incurred as a percentage of total estimated costs at contract completion (based upon engineering and production estimates), or (iii) the achievement of contractual milestones. Provisions for anticipated losses or revisions in estimated profits on contracts-in-process are recorded in the period in which such anticipated losses or revisions become evident.

Revenue from sales of products where software is other than incidental to their performance, including related software support and maintenance contracts is recognized in accordance with SOP-97-2, “Software Revenue Recognition.” Accordingly, revenue for software is recognized when the software is delivered, if all of the above criteria for revenue recognition are met.

When a customer purchases software together with post contract support, we allocate a portion of the fee to the post contract support for its fair value based on the contractual renewal rate or the amount the support is sold for on a standalone basis. Post contract support fees are deferred in Advance Payments by Customers and Deferred Revenue and recognized as revenue ratably over the term of the related contract.

Acquisition Accounting

We use the purchase method to account for business combinations, whereby the total cost of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies, which contain estimates and assumptions.

Long-Lived Assets

We test goodwill annually for impairment and whenever events or circumstances indicate impairment might have occurred. We evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, which is used to identify potential impairments, the overall fair value for the reporting unit is compared to its carrying amount including goodwill. If the fair value of a reporting unit is less than the carrying amount, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying amount of the goodwill. The implied fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the fair value of its net identifiable assets. If the implied fair value of the goodwill is less than its carrying amount, the difference is recognized as an impairment.

Our amortizable intangible assets, which are comprised primarily of developed technology and customer related intangibles, are subject to amortization over periods ranging up to 11 years, principally on a straight-line basis. Property, plant and equipment are stated at cost. Depreciation of plant and equipment is provided over the estimated useful lives of the respective assets, principally on the straight-line basis. Leasehold improvements are amortized over the life of the lease, including anticipated renewals, or the estimated life of the asset, whichever is shorter.

We periodically review our depreciable and amortizable long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.

F-9

In the fourth quarter of fiscal 2006, we adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations – An Interpretation of FASB Statement No. 143.”  FIN 47 clarified the terms of FASB Statement No. 143 and requires an entity to recognize a liability for a conditional asset retirement obligation if there is sufficient information to reasonably estimate its fair value. The adoption of FIN 47 resulted in the recognition of fixed assets and an asset retirement obligation liability for certain leased premises of $2.4 million each, accumulated depreciation of $1.6 million and an after tax charge of $1.1 million which is reflected as a cumulative effect of change in accounting principle in the fiscal 2006 statement of earnings.

Research and Development Costs

We charge all research and development costs to expense as incurred, except those of our software products for which costs incurred between the date of product technological feasibility and the date that the software is available for general release are capitalized. We use a working model of the software or a detailed program design to assess technological feasibility. We capitalized software development costs of $1.2 million, $0, $593,000 and $0, for the periods from August 15, 2007 to June 30, 2008, July 1, 2007 to August 14, 2007 and the fiscal years ended June 30, 2007 and 2006, respectively. Capitalized software development costs are amortized to cost of sales based on the higher of a) the percentage of revenue for units delivered to total anticipated revenue for the related product or b) on a straight-line basis.  Capitalized software development costs of $1.2 million and $242,000 were included in other assets at June 30, 2008 and 2007, respectively.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Share Based Compensation

The fair value of share based payments is recognized as an expense in the consolidated statements of operations over the related vesting periods.  Share based compensation expense is based on the fair value of the portion of share based payment awards that is ultimately expected to vest and has therefore been reduced for estimated forfeitures at the time of the grant, with subsequent revisions for differences between actual and the estimated forfeiture rates.

Foreign Currency Translations

The financial statements of our foreign subsidiaries are measured in their local currency and then translated into U.S. dollars using the current rate method. Under the current rate method, assets and liabilities are translated using the exchange rate at the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing throughout the year.

Gains and losses resulting from the translation of financial statements of foreign subsidiaries are accumulated in other comprehensive income (loss) and presented as part of stockholder’s equity. Realized and unrealized foreign currency exchange gains (losses) from the settlement of foreign currency transactions are reflected in other income (expense) and amounted to $2.3 million, $193,000, $(1.3 million) and $(23,000) for the periods from August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and the fiscal years ended June 30, 2007 and 2006, respectively.

Comprehensive Income

Comprehensive income consists of net income (loss) and equity adjustments relating to foreign currency translation, changes in fair value of certain derivatives and minimum pension liability and is presented in the Consolidated Statements of Stockholder’s Equity and Comprehensive Income.

F-10

Earnings (Loss) Per Share

We have not presented earnings (loss) per share data because all 1,000 shares of common stock outstanding at June 30, 2008 are held by one shareholder.

Recently Issued Accounting Pronouncements Not Yet Adopted

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” to clarify the definition of fair value, establish a framework for measuring fair value in GAAP and expand the disclosures about fair value measurements. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS 157 also stipulates that, as a market-based measurement, fair value measurement  should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.

In February 2008, the FASB issued FSP No. FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13.”  This FSP amends SFAS No. 157 to exclude certain leasing transactions accounted for under previously existing accounting guidance.  However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination, regardless of whether those assets and liabilities are related to leases.

SFAS No. 157 becomes effective for us in the beginning of fiscal 2009.  We are currently evaluating the impact of the provisions of SFAS No. 157 on our consolidated financial statements.  In February 2008, the FASB issued FSP No. FAS 157-2, “Effective Date for FASB Statement No. 157.”  This FSP permits the delayed application of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, as defined in this FSP, except for those that are recognized or disclosed at fair value in the financial statements at least annually, until the beginning of our fiscal 2010.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” to permit all entities to elect, at specified election dates, to measure eligible financial instruments and certain other items at fair value.  An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date, and recognize upfront costs and fees related to those items in earnings as incurred. SFAS 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS 157. An entity is prohibited from retrospectively applying SFAS 159, unless it chooses early adoption. The Company is currently evaluating the impact, if any, that the provisions of SFAS 159 will have on its consolidated financial statements when it becomes effective for the fiscal year ending June 30, 2009.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” SFAS 141(R) replaces SFAS No. 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for us for acquisitions consummated on or after July 1, 2009.

In December 2007, the FASB issued SFAS No, 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51.” SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact, if any, the provisions of SFAS 160 will have on our consolidated financial statements.

F-11

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.”  SFAS 161 requires companies to provide qualitative disclosures about their objectives and strategies for using derivative instruments, quantitative disclosures of the fair values and gains and losses of these derivative instruments in a tabular format, as well as more information about liquidity by requiring disclosure of a derivative contract’s credit-risk-related contingent features.  SFAS 161 also requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. The Company is currently evaluating the disclosure requirements of SFAS 161. As this is a disclosure-only standard, there will be no impact on the Company’s consolidated financial statements as a result of its adoption. SFAS 161 becomes effective for our March 2009 interim consolidated financial statements.

In April 2008, the FASB issued FSPFAS No. 142-3, “Determination of the Useful Life of Intangible Assets.”  This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” This FSP also adds certain disclosures to those already proscribed in SFAS No. 142.  FSP 142-3 becomes effective for the annual and interim periods within the year, beginning in the Company’s fiscal 2010. The guidance for determining useful lives must be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements must be applied prospectively to all intangible assets recognized as of the effective date.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.”  This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.  This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years.  Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP.  Early application of this FSP is prohibited.  We have not issued any share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents.

2.               Discontinued Operations

As a result of continued operating losses, in June 2007 our then board of directors approved a formal plan to divest our radar business (“Radar”) and to seek a strategic buyer. This business had previously been included in the Test Solutions segment.  As a result of this decision, the operating results of Radar, net of taxes, had been classified in the consolidated statements of operations as discontinued operations for all periods presented and we recorded a $1.6 million ($1.0 million, net of tax) impairment charge in June 2007 based upon appraisals of the business performed by third parties, which resulted in the write-off of $771,000 of goodwill and $322,000 of equipment, with the balance reducing inventory. We recorded further losses on disposal of $3.7 million ($2.4 million, net of tax) in the predecessor period July 1, 2007 to August 14, 2007, to reflect the net assets of Radar at their net realizable value based on the May 15, 2008 sale of the business for $750,000. The sale agreement provided for additional contingent consideration, which is not included in the calculation of the loss on disposal as realization is not probable.

Net sales and income (loss) from discontinued operations (including impairment charges), which were solely related to Radar, were as follows:

F-12

							Fiscal Year			Fiscal Year
	August 15, 2007 to			July 1, 2007 to			Ended			Ended
	June 30, 2008			August 14, 2007			June 30, 2007			June 30, 2006
	Successor			Predecessor			Predecessor			Predecessor
	(In thousands)
Net sales	$	893		$	120		$	6,422		$	6,918
Income (loss) from discontinued
operations before income taxes	$	(5,928	)	$	(3,861	)	$	(6,041	)	$	(8,971	)
Income tax (benefit)		(1,107	)		(1,353	)		(2,173	)		(3,319	)
Income (loss) from
discontinued operations	$	(4,821	)	$	(2,508	)	$	(3,868	)	$	(5,652	)

As of June 30, 2008 and 2007, the net assets of the discontinued operations consisted of the following:

	June 30,		June 30,
	2008		2007
	(In thousands)
Accounts receivable	$	-	$	984
Inventory		-		5,410
Current assets		-		6,394
Accounts payable		-		74
Accrued expenses		-		2,320
Current liabilities		-		2,394
Net assets	$	-	$	4,000

In March 2005, we sold the net assets of our shock and vibration control device manufacturing business (“VMC”).  Under the terms of the sale agreements, we retained certain liabilities relating to adverse environmental conditions that existed at the premises occupied by VMC as of the date of sale.  We recorded a liability for the estimated remediation costs related to adverse environmental conditions that existed at the VMC premises when it was sold.  The accrued environmental liability at June 30, 2008 is $1.1 million, of which $322,000 is expected to be paid within one year.

3.               Company Sale Transaction

On March 2, 2007, we entered into an agreement to be acquired by investment entities affiliated with General Atlantic LLC and Francisco Partners II, L.P. (“GA” and “Francisco”). The agreement contained a provision under which we were permitted to solicit alternative acquisition proposals from third parties through April 18, 2007.  In the event we accepted a superior proposal received prior to April 19, 2007, a breakup fee of $15 million plus up to $7.5 million of expenses would be payable by the Company. On May 25, 2007, upon entering into the merger agreement described below, we provided a letter of termination to affiliates of GA and Francisco that the merger with them was terminated (“Terminated Merger”).  In connection with such termination, we paid a $22.5 million breakup fee, as we determined that the acquisition proposal, that resulted in the merger agreement, constituted a superior proposal.

On June 4, 2007, an affiliate of GA and Francisco filed an action against us alleging, among other things, that we breached the terminated merger agreement by paying GA and Francisco a breakup fee of $22.5 million instead of $37.5 million (a $30.0 million termination fee plus reimbursement of $7.5 million in expenses) that GA and Francisco contended they were owed. We settled this action for $2.5 million in January 2008, which is reflected in the results of operations for the period July 1, 2007 to August 14, 2007.

F-13

On August 15, 2007, the Company was acquired by and merged with AX Acquisition Corp. (“AX Acquisition”), a wholly-owned subsidiary of AX Holding Corp. (the “Parent”), (the “Merger”).  Upon consummation of the Merger, the Company became a wholly-owned subsidiary of Parent and each share of common stock of the Company then outstanding was converted into a right to receive $14.50 in cash. Therefore, on August 15, 2007 each holder of shares of our common stock no longer had any rights with respect to the shares, except for the right to receive the merger consideration. The merger agreement also provided that all of our stock options were cancelled and converted into the right to receive a cash payment equal to the number of shares of our common stock underlying the options multiplied by the amount, if any, by which $14.50 exceeded the exercise price of the option, without interest and less any applicable withholding taxes. The aggregate merger consideration paid to our shareholders and stock option holders was approximately $1.1 billion.

The Merger was funded by a $378.4 million equity investment in Parent by Veritas, Golden Gate and GS Direct (collectively, the “Sponsors”) and certain members of our management.  In addition, primarily in order to finance the Merger, on August 15, 2007 the Company entered into a $575 million senior secured credit facility, which consisted of $525 million of term loans and a $50 million revolving credit facility, and two exchangeable senior unsecured credit facilities totaling $345 million (see Note 9).

Upon the closing of the Merger, we paid severance of approximately $6.7 million, $18.6 million of Merger transaction expenses, a $22 million advisory fee to the Sponsors or their affiliates and $18.3 million in financing costs.

Upon consummation of the Merger, we entered into a new employment agreement with one of our officers that, in addition to specified annual remuneration and bonuses, provided for a one-time bonus of $887,000 which was recorded as compensation expense in the period from August 15, 2007 to June 30, 2008, plus $3.7 million for a covenant not to compete which is being amortized over the seven year term, both of which were paid in January 2008.

At the closing of the Merger, we entered into an advisory agreement with the Sponsors or their designated affiliates under which the Sponsors will provide certain advisory services to us.  We will pay an annual advisory fee in the aggregate amount of the greater of $2.2 million, or 1.8% of adjusted EBITDA for the prior fiscal year, as defined in the agreement, and transaction fees on all future financings and liquidity events. The advisory agreement has an initial term expiring on December 31, 2013 and will be automatically renewable for additional one year terms thereafter unless we or the Sponsors give notice of non-renewal.

In connection with the Merger and Terminated Merger, for the periods from August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and the fiscal year ended June 30, 2007, we incurred company sale transaction and related expenses that we expensed as incurred of $32.5 million, $3.7 million and $30.6 million, respectively, consisting primarily of merger-related severance and other change of control related payments, a merger termination fee and the related lawsuit settlement charge and legal and other professional fees (“Company Sale Transaction expenses”).

Purchase Accounting

The Merger constituted a change in control of the Company. In accordance with GAAP, the Company recorded its assets and liabilities at fair value as of the date of the Merger, whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.  Independent third-party appraisers were engaged to assist management and perform valuations of certain of the tangible and intangible assets acquired.

The Company has allocated the purchase price based on the appraisals associated with the valuation of certain acquired assets and assumed liabilities.

We allocated the purchase price, including the acquisition costs of approximately $22.9 million, based on the estimated fair value of the assets acquired and liabilities assumed as follows:

F-14

	In thousands
Current assets (excluding cash of $45.5 million)	$	335,252
Property, plant and equipment		111,804
Other assets		16,537
Developed technology		195,500
Customer related intangible assets		211,582
Other acquired intangible assets		6,290
Intangible assets with indefinite lives (tradenames)		122,870
Goodwill		452,791
In-process research and development		24,340
Total assets acquired		1,476,966
Current liabilities		(137,751	)
Long-term liabilities		(220,922	)
Total liabilities assumed		(358,673	)
Net assets acquired	$	1,118,293

At the acquisition date, the acquired in-process research and development (IPR&D) was not considered to have reached technological feasibility and had no alternative future uses. Therefore, the fair value of the IPR&D of $24.3 million was expensed at the time of the acquisition in operating costs. The allocation to in-process research and development represents the estimated fair value of such incomplete research and development, at the acquisition date, based on future cash flows.  As of the acquisition date, cash flows from these projects were expected to commence in fiscal year 2009. In determining the fair values of IPR&D, risk adjusted discount rates that ranged from 17% to 25% were applied to the projects’ cash flows, which have taken into account the respective projects’ completion percentage.

The unaudited pro forma results of operations presented below for the period from July 1, 2007 to August 14, 2007 and the fiscal year ended June 30, 2007 are presented as though the Merger had occurred on July 1, 2006, after giving effect to purchase accounting adjustments relating to depreciation and amortization of the revalued assets, interest expense associated with the new credit facilities and other acquisition-related adjustments in connection with the Merger and our acquisition of MicroMetrics (which was consummated on April 12, 2007) as if it occurred on July 1, 2006. The pro forma results of operations are not necessarily indicative of the combined results that would have occurred had the Merger and acquisition of MicroMetrics been consummated at July 1, 2006, nor are they necessarily indicative of future operating results.

	Period from
	July 1, 2007 to			Fiscal Year Ended
	August 14, 2007			June 30, 2007
	(In thousands)
Net sales	$	38,178		$	598,241
Net income (loss)	$	(27,554	)	$	(123,105	)

4.                    Acquisition of Businesses and Intangible Assets

Racal Instruments Wireless Solutions Group

On July 31, 2003, we acquired the Racal Instruments Wireless Solutions Group (“RIWS”) for cash of $38 million and a deferred payment of up to $16.5 million in either cash or Aeroflex common stock, at our option, depending on RIWS achieving certain performance goals for the year ending July 31, 2004. In October 2006, a final determination of the deferred payment was made requiring us to pay $9.2 million, which we paid in cash and recorded as an increase to goodwill. We did not include this contingent consideration in any previously issued balance sheet as the payment of this consideration was not considered to be certain beyond a reasonable doubt.

F-15

MicroMetrics, Inc.

On April 12, 2007, we purchased the outstanding stock of MicroMetrics, Inc. (“MMI”) for $9.9 million of cash and repaid approximately $700,000 of MMI’s bank debt. MMI, located in New Hampshire, is a design and full service manufacturer of both standard and application specific RF/Microwave diodes and semiconductor devices. MMI strengthens our high-reliability, high-performance RF/Microwave product portfolio of semiconductor solutions.

We allocated the purchase price, including acquisition costs of approximately $72,000, based on the estimated fair value of the assets acquired and liabilities assumed as follows:

	(In thousands)
Current assets (excluding cash of $9,000)	$	3,250
Property, plant and equipment		1,147
Tradenames		70
Customer related intangibles		3,190
Goodwill		4,633
Total assets acquired		12,290
Current liabilities		(1,619	)
Long term debt		(8	)
Total liabilities assumed		(1,627	)
Net assets acquired	$	10,663

The customer related intangibles and tradenames are being amortized on a straight-line basis over a range of 1 to 9.5 years.  The goodwill is deductible for tax purposes.

The operating results of MMI have been included in the consolidated statements of operations and the Microelectronics segment from the acquisition date.  On a pro forma basis, had the MMI acquisition taken place as of the beginning of fiscal 2007, our results of operations would not have been materially affected.

Test Evolution Corporation

On October 1, 2007, we purchased 40% of the outstanding stock of Test Evolution Corporation (“TEC”) for $4.0 million ($2.0 million at closing and $2.0 million to be paid at a later date). TEC, located in Massachusetts, develops and manufactures digital, analog and RF semiconductor automated test equipment. We have determined that we have control of this company and have consolidated TEC’s assets and liabilities and results of operations, all of which were insignificant, into our financial statements commencing October 1, 2007. The non-controlling interest of 60% in each of the equity and operations of TEC are not material to our consolidated financial statements and have been included in other long-term liabilities and other income (expense), respectively.  TEC is included in our ATS segment.

Gaisler Research AB

On June 30, 2008, we acquired the stock of Gaisler Research AB (“Gaisler”) for $12.7 million cash (net of $2.7 million cash acquired), plus up to another $15 million over the next three years provided specified EBITDA targets are achieved.  Located in Sweden, Gaisler provides integrated circuit software products and services to European space system suppliers, plus other U.S., Japanese and Russian space agencies. Gaisler is included in our AMS segment.

We preliminarily allocated the purchase price, including acquisition costs of approximately $359,000, based on the estimated fair value of the assets acquired and liabilities assumed as follows:

F-16

	In thousands
Current assets (excluding cash of $2.7 million)	$	987
Property, plant and equipment		62
Developed technology		2,920
Customer related intangibles		1,650
Tradenames		508
Goodwill		8,261
In-process research and development		635
Total assets acquired		15,023
Current liabilities		(1,076	)
Deferred taxes		(1,280	)
Total liabilities assumed		(2,356	)
Net assets acquired	$	12,667

As of June 30, 2008, we are in the process of completing our assessment of the fair value of certain assets and liabilities as of the date of acquisition which is expected to be finalized upon the receipt and completion of additional information and analysis during fiscal 2009.

The customer related intangibles and developed technology are being amortized on a straight-line basis over a range of 1 to 7 years.

On a pro forma basis, had the Gaisler acquisition taken place as of the beginning of fiscal 2007, our results of operations would not have been materially affected.

Intangible Assets with Definite Lives

The components of amortizable intangible assets are as follows:

	June 30, 2008				June 30, 2007
	(Successor)				(Predecessor)
	(In thousands)
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Developed technology	$	198,420	$	29,631	$	87,931	$	47,403
Customer related intangibles		213,232		42,433		12,161		5,915
Non-compete arrangements		6,290		1,012		-		-
Total	$	417,942	$	73,076	$	100,092	$	53,318

The aggregate amortization expense for amortizable intangible assets was $73.1 million, $1.7 million, $13.0 million and $13.8 million for the periods August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and fiscal years ended June 30, 2007 and 2006, respectively.

The estimated aggregate amortization expense for each of the next five fiscal years ending June 30, is as follows:

F-17

	(In thousands)
2009	$	63,475
2010		59,385
2011		58,987
2012		58,718
2013		52,424

Goodwill

The carrying amount of goodwill is as follows:

	AMS			ATS			Total
	(In thousands)
Balance at July 1, 2006 (predecessor entity)	$	46,688		$	115,778		$	162,466
Acquisition of MicroMetrics		4,633			-			4,633
Final determination of RIWS acquisition earnout
payment		-			9,247			9,247
Adjustment (1)		-			(1,740	)		(1,740	)
Impact of foreign currency translation		-			7,356			7,356
Balance at June 30, 2007 (predecessor entity)		51,321			130,641			181,962
Goodwill adjustment recorded in purchase
accounting from allocation of purchase price (2)		243,456			27,373			270,829
Balance at August 15, 2007 (successor entity)		294,777			158,014			452,791
Acquisition of Test Evolution Corporation		-			1,868			1,868
Acquisition of Gaisler Research, AB		8,261			-			8,261
Impact of foreign currency translation		(268	)		(1,497	)		(1,765	)
Balance at June 30, 2008 (successor entity)	$	302,770		$	158,385		$	461,155

(1)  These adjustments to goodwill are primarily the result of the tax adjustments pertaining to pre-acquisition tax periods related to the acquisitions of Aeroflex International Ltd. and RIWS.

(2)  The predecessor entity goodwill has been written off in purchase accounting for the Merger.

5.      Restructuring Charges

In fiscal 2006, we initiated steps to consolidate our three Test Solutions businesses in the United Kingdom.  Pursuant to the plan, our manufacturing operations were moved into one facility and we created a shared-services environment for all finance and administrative functions.  In connection with this plan, approximately 40 employees were terminated and certain contract positions were eliminated.  In fiscal 2006, we recorded charges of $3.2 million primarily for workforce reductions in all departments.  During fiscal 2007, we recorded an additional charge of $100,000 for these workforce reductions.   The workforce restructuring charges were allocated solely to general and administrative costs.

In fiscal 2007, we initiated and completed restructuring activity in the Wireless division of our Test Solutions businesses in the United Kingdom.  Pursuant to the plan, 23 employees were terminated, resulting in $1.4 million of severance costs, and certain contract positions were eliminated.  We also abandoned a leased facility and recorded a fixed asset impairment charge, which in the aggregate amounted to $1.3 million.  During the fiscal year ended June 30, 2007, we recorded approximately $2.8 million in restructuring costs including the write-off of $753,000 of net fixed assets, all in research and development costs except for $35,000 allocated to selling, general and administrative costs, and all of which was paid as of June 30, 2007.

F-18

In fiscal 2008, we initiated additional actions to restructure our United Kingdom business units by further consolidating our manufacturing, research and development and selling, general and administrative activities. In addition, we initiated a restructuring in our Whippany, New Jersey, component manufacturing facility to address a slowdown in sales of its integrated products line.  These actions resulted in the termination of approximately 120 employees, which resulted in restructuring costs, principally severance, for the periods from August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 of $6.5 million ($0.9 million in cost of sales, $2.1 million in selling, general and administrative costs and $3.9 million in research and development costs) and $3.8 million ($1.6 million in selling, general and administrative costs and $2.2 million in research and development costs), respectively. Substantially all of the workforce reduction costs were paid prior to June 30, 2008.  Other restructuring charges include $2.6 million of accrued contractual commitments under operating leases for two facilities in the U.K. that we exited in May 2008, which will be paid through December 2010. In addition, approximately $485,000 of fixed asset impairment charges were recorded in selling, general and administrative costs in the fourth quarter of 2008 for the write-off of leasehold improvements in the abandoned facilities.

The following table sets forth the charges and payments related to the restructuring liability for the periods indicated:

			Year Ended June 30, 2008
	Balance		July 1,		August 15,		July 1,			August 15,					Balance
	June 30,		2007 to		2007 to		2007 to			2007 to					June 30,
	2007		August 14,		June 30,		August 14,			June 30,			Effect of		2008
	Restructuring		2007		2008		2007			2008			foreign		Restructuring
	Liability		Net Additions				Cash Payments						currency		Liability
			Predecessor		Successor		Predecessor			Successor
					(In thousands)
Work force
reduction	$	-	$	3,778	$	3,270	$	(1,186	)	$	(5,850	)	$	-	$	12
Other		-		-		3,230		-			-			12		3,242
Total	$	-	$	3,778	$	6,500	$	(1,186	)	$	(5,850	)	$	12	$	3,254

	Balance									Balance
	June 30,									June 30,
	2006		Year Ended June 30, 2007							2007
								Effect of
	Restructuring							foreign		Restructuring
	Liability		Net Additions		Cash Payments			currency		Liability
			(In thousands)
Work force
reduction	$	1,091	$	1,488	$	(2,641	)	$	62	$	-
Other		100		570		(670	)		-		-
Total	$	1,191	$	2,058	$	(3,311	)	$	62	$	-

F-19

6.           Inventories

Inventories consist of the following:

	June 30,		June 30,
	2008		2007
	(In thousands)
Raw materials	$	64,533	$	65,006
Work in process		41,056		50,485
Finished goods		29,302		24,366
	$	134,891	$	139,857

7.       Property, Plant and Equipment

Property, plant and equipment consists of the following:

	June 30,				Estimated
	2008		2007		Useful Life
	(In thousands)				In Years
Land	$	17,120	$	12,078
Buildings and leasehold improvements		30,303		34,629	1 to 40
Machinery and equipment		64,304		120,877	2 to 10
Furniture and fixtures		12,925		20,192	1 to 10
Assets recorded under capital leases		403		6,110	2 to 30
		125,055		193,886
Less accumulated depreciation and
amortization		20,406		112,474
	$	104,649	$	81,412

Depreciation expense on property, plant and equipment was $20.0 million for the period August 15, 2007 to June 30, 2008, $2.0 million for the period July 1, 2007 to August 14, 2007 and $17.0 million and $16.6 million for the years ended June 30, 2007 and 2006, respectively.

8.     Product Warranty

We warrant our products against defects in design, materials and workmanship, generally for one year from their date of shipment. A provision for estimated future costs relating to these warranties is recorded when the related revenue is recognized and is included in cost of sales. Quarterly we analyze our warranty liability for reasonableness based on a 15-month history of warranty costs incurred, the nature of the products shipped subject to warranty and anticipated warranty trends.

Activity related to our product warranty liability was as follows:

F-20

							Fiscal Year
	August 15, 2007 to			July 1, 2007 to			Ended
	June 30, 2008			August 14, 2007			June 30, 2007
	Successor			Predecessor			Predecessor
	(In thousands)
Balance at beginning of period	$	3,002		$	2,929		$	2,536
Provision for warranty obligations		2,192			469			3,734
Cost of warranty obligations		(2,259	)		(394	)		(3,405	)
Foreign currency impact		9			(2	)		64
Balance at end of period	$	2,944		$	3,002		$	2,929

9.        Long Term Debt and Credit Agreements

On August 15, 2007, we entered into a $575 million senior secured credit facility, which consisted of $525 million of term loans and a $50 million revolving credit facility, and two exchangeable senior unsecured credit facilities totaling $345 million.  Total long term debt, outstanding as of June 30, 2008 and 2007, consists of the following:

		June 30, 2008		June 30, 2007
		(In thousands)
Revolving credit facility	(a)	$	-	$	-
Senior secured B-1 term loan	(b)		397,000		-
Senior secured B-2 term loan	(c)		124,063		-
Total senior secured debt			521,063		-
Exchangeable senior unsecured loan	(d)		225,000		-
Senior subordinated unsecured term loan	(e)		131,340		-
Other			1,408		3,583
Total Debt			878,811		3,583
Less Current Maturities			5,574		2,164
Total Long Term Debt		$	873,237	$	1,419

The following is a summary of required principal repayments of long-term debt for the next five years and thereafter as of June 30, 2008:

Year ending June 30,	(In thousands)
2009	$	5,574
2010		5,590
2011		5,610
2012		5,635
2013		5,250
Thereafter		851,152
	$	878,811

(a) The revolving credit facility provides for borrowings of up to $50 million through August 15, 2013 at a rate based on the LIBOR rate (3 month period) plus 325 basis points (6.04% at June 30, 2008). The senior secured credit facility allows us to utilize up to $25 million of the revolving credit facility for letters of credit and up to $5 million for a swing loan.  At June 30, 2008, there are no outstanding amounts or letters of credit issued against the facility.  Any borrowings would be secured by substantially all of the Company’s assets.  We are obligated to pay a 0.5% fee on any undrawn revolver commitments.

F-21

(b) The B-1 term loan in the original amount of $400 million matures on August 15, 2014 and bears interest at a rate based on the LIBOR rate (3 month period) plus 325 basis points (5.94% at June 30, 2008). The B-1 term loan has scheduled quarterly repayments of $1 million that commenced December 31, 2007 and continue through June 30, 2014, with $373 million due on August 15, 2014.  The borrowings are secured by substantially all of the Company’s assets, excluding those of our foreign subsidiaries.

In October 2007, the Company entered into an interest rate swap agreement for the last $125 million of this loan, which expires November 15, 2010, effectively fixing the interest rate on this portion of the loan at 8.21% for that period. In April 2008, the Company entered into an interest rate swap agreement for an additional $250 million which expires February 15, 2011, effectively fixing the interest rate on this portion of the loan at 6.23%.  After considering the swaps, the effective interest rate on the total amount outstanding under the B-1 term loan is 6.84% at June 30, 2008.

(c) The B-2 term loan in the original amount of $125 million matures on August 15, 2014 and bears interest at a rate based on the LIBOR rate (3 month period) plus 375 basis points (6.44% at June 30, 2008). The B-2 term loan has scheduled quarterly repayments of $312,500 that commenced December 31, 2007 and continue through June 30, 2014, with $116.6 million due on August 15, 2014.  The borrowings are secured by substantially all of the Company’s assets, excluding those of our foreign subsidiaries.

In April 2008, the Company entered into two additional interest rate swap agreements for $50 million expiring February 16, 2010 and February 15, 2011, effectively fixing the interest rate on the respective portions of the loan at 6.46% and 6.74%, respectively.  After considering the swaps, the effective interest rate on the total amount outstanding for the B-2 term loan is 6.57% at June 30, 2008.

(d) On August 7, 2008, the 11.75% exchangeable senior unsecured loan in the amount of $225 million with an ultimate maturity on February 15, 2015 was refinanced with an unsecured senior note with the same interest rate and maturity date.  We may prepay the senior notes commencing August 15, 2011 at 105.875% of the principal amount prepaid, which decreases to 102.938% on August 15, 2012 and to 100% on or after August 15, 2013.  In addition, we may redeem up to 35% of the original aggregate principal balance of the senior notes, at any time prior to August 15, 2010, with the net proceeds of certain equity offerings at 111.75% of the principal amount redeemed.  We have entered into an agreement to file an exchange offer registration statement with the SEC by February 3, 2009 to publicly register debt securities with similar terms to the senior notes and to use commercially reasonable efforts to have such registration statement declared effective on or prior to May 4, 2009.  If we fail to timely file the registration statement or it is not timely declared effective, then we will pay special interest on the senior notes equal to 0.25% on the outstanding principal amount of the notes with respect to the first ninety days following the registration default event, which will increase by an additional 0.25% with respect to each subsequent ninety day period until all registration defaults have been cured, up to a maximum of 1%.

(e) The senior subordinated unsecured term loan in the original amount of $120 million bears interest at 11.75% and matures on February 15, 2015.  On September 21, 2007 we repaid an exchangeable senior subordinated unsecured loan with the proceeds from this term loan.  Interest on the loan is payable entirely by adding such interest to the unpaid principal amount of the loan through August 15, 2010, which through June 30, 2008 amounted to $11.3 million. Subsequent to August 15, 2010 interest on the term loan is payable in cash.   We may prepay the term loan commencing August 15, 2011 at 105.875% of the principal amount prepaid, which decreases to 102.9375% on August 15, 2012 and to 100% on or after August 15, 2013.

F-22

The senior secured credit facility agreement provides that if the Company sells assets (with certain exceptions, including the sale of the Radar business) or issues new debt or equity securities to unrelated parties, the proceeds must be used to prepay term or revolving credit loans.  If such a prepayment event occurs, or the term loans are voluntarily prepaid, prior to August 15, 2009, a prepayment premium of 1% must be paid on the amount of the B-2 term loans repaid.  In addition, commencing October 1, 2008, to the extent we have consolidated excess cash flows, as defined in the senior secured credit agreement, we must use specified portions of the excess cash flows to prepay senior secured debt.

Financial covenants in the senior secured credit facility consist of a maximum leverage ratio of total debt (less up to $15 million of cash) to adjusted EBITDA, as defined in the agreement, and maximum consolidated capital expenditures. Additional covenants include restrictions on indebtedness, liens, investments, dividends, disposition of assets, acquisitions and transactions with shareholders and affiliates.

The senior unsecured loan agreements have similar terms to the senior secured credit facility regarding mandatory prepayment events and restrictive covenants and contain no financial covenants.

As of June 30, 2008, we are in compliance with all of the covenants contained in the above described loan agreements.

In connection with the credit facilities discussed above, we capitalized deferred financing costs of $33.2 million and $477,000 for the period August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007, respectively, primarily consisting of facility, legal and advisory fees.  We are amortizing these costs over the terms of the related facilities.  For the period August 15, 2007 to June 30, 2008, we amortized $3.5 million to interest expense.

Interest paid was $53.9 million for the period August 15, 2007 to June 30, 2008, $57,000 for the period July 1, 2007 to August 14, 2007 and $674,000 and $597,000 for the years ended June 30, 2007 and 2006, respectively.

The fair value of our debt instruments are summarized as follows:

	June 30, 2008
	Carrying		Estimated
	Amount		Fair Value
	(In thousands)
Senior secured B-1 term loan	$	397,000	$	376,158
Senior secured B-2 term loan		124,063		114,758
Exchangeable senior unsecured loan		225,000		200,250
Senior subordinated unsecured term loan		131,340		111,639
Other		1,408		1,408
Total debt	$	878,811	$	804,213

The carrying value of debt of $3.6 million as of June 30, 2007 approximated fair value.

The estimated fair values of each of our debt instruments are based on quoted market prices for the same or similar issues. Fair value estimates related to our debt instruments are made at a specific point in time based on relevant market information.  These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

F-23

10.           Stockholders’ Equity

Stock Repurchase Program

During fiscal 2005, our then Board of Directors authorized a stock repurchase program.  During fiscal 2007 and 2006, a total of 1,753,838 and 35,000 shares, respectively, were repurchased for $17.2 million and $402,000, respectively, and retired.

Share Based Compensation

Stock Options

All of our stock option plans were terminated on August 15, 2007. The merger agreement provided that all stock options were cancelled and converted into the right to receive a cash payment equal to the number of shares of our common stock underlying the options multiplied by that amount, if any, by which $14.50 exceeded the exercise price, without interest and less any withholding taxes.  On August 15, 2007 the Company paid $43.9 million to option holders to cancel all options outstanding in connection with the Merger.

Under our stock option plans that were in effect until August 15, 2007, the exercise period for all stock options did not exceed ten years from the date of grant.  Stock option grants to individuals generally became exercisable in substantially equal tranches over a service period of up to five years and the exercise price was equal to the market value of the common stock at the grant date for all plans.  We have elected to recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight line basis over the requisite service period for the entire award.

Our stock option plans allowed employees to use shares received from the exercise of options only to satisfy the minimum tax withholding requirements.  During fiscal years 2007 and 2006 no payroll taxes on stock option exercises were withheld from employees in shares of the Company’s common stock.  In fiscal 2007, one employee tendered 55,951 previously owned common shares upon the exercise of options to pay for the exercise price.

The weighted average grant date fair value of stock options granted for the years ended June 30, 2007 and 2006 was $7.96 and $8.86, respectively.  The total intrinsic value of stock options exercised for the years ended June 30, 2007 and 2006 was $9.0 million and $3.6 million, respectively.

The fair value of each share option award is estimated on the date of grant using the Black-Scholes option-pricing model based on the weighted average assumptions noted in the following table.  Expected volatilities are based on historical volatility of our shares using daily price observations over a period consistent with the expected life.  Forfeitures were estimated based on historical experience.

We used the Securities and Exchange Commission’s safe harbor guidance in SAB 107 (the average of the vesting period and the option term) to estimate the expected life of options granted during fiscal 2007 and 2006.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods similar to the expected life of the option.

	Years Ended June 30,
	2007			2006
Weighted average expected stock price volatility		66	%		92	%
Weighted average expected option life	5.5 years			6.1 years
Average risk free interest rate		4.6	%		4.5	%
Average dividend yield		-			-
Discount for post-vesting restrictions		N/A			N/A

F-24

Member Interests

On August 15, 2007 certain members of our management were granted Class B member interests in a limited liability company (parent LLC) that is the ultimate parent of the Company, and which owns all of the common stock of the Parent. The parent LLC is a holding company with no operations or employees of its own. The parent LLC has two classes of membership interests. The Class A members include the Sponsors or their affiliates and Company employees that made equity investments to partially fund the Merger and Class B members consist of Company employees. Pursuant to the terms of the limited liability company operating agreement governing the parent LLC, the holders of Class B member interests are entitled to receive a percentage of all distributions, if any, made by the parent LLC after (x) the holders of the Class A members in the parent LLC have received a return of their invested capital, plus a 12% per annum internal rate of return (compounded annually) on their invested capital and (y) certain members of our management that received Class A interests for their capital contributions have received a special distribution in the aggregate amount of $3.2 million, together with a 12% per annum internal rate of return (compounded annually). The Class B member interests are non-transferable and vest ratably over five years, with any unvested interests reverting to the holders of Class A interests in the event they are forfeited or repurchased. In accordance with the provisions of SFAS No. 123(R), “Share-Based Payment” and FSP FAS No. 123(R)-4, “Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event”, the Class B members interests are equity classified awards and, therefore, the $9.8 million fair value of the Class B members’ interests at the grant date is being recorded as compensation expense over the five year vesting period, which amounted to  $1.7 million for the period August 15, 2007 to June 30, 2008. In addition, since the Class A employee members paid less than fair value for their Class A member interests, as only they are entitled to the $3.2 million special distribution and there is no vesting associated with the special distribution, the present value of the discount from fair value of $1.4 million was recorded by the Company as compensation expense on August 15, 2007.  The accretion of $193,000 for the period August 15, 2007 to June 30, 2008 was recorded as interest expense.

Compensation expense attributable to share based compensation was $3.1 million ($2.0 million after tax) for the successor period August 15, 2007 to June 30, 2008, $214,000 ($135,000 after tax) for the predecessor period July 1, 2007 to August 14, 2007 and $4.1 million ($2.6 million after tax) and $6.8 million ($4.2 million after tax) for the fiscal years ended June 30, 2007 and 2006, respectively.

A summary of the changes to outstanding stock options from July 1, 2007 to August 15, 2007 is presented below:

				Weighted
				Average
				Exercise
	Shares			Price
	(In thousands)
Outstanding at June 30, 2007		13,003		$	12.37
Granted		-			-
Forfeited		(27	)		19.30
Expired		-			-
Exercised		(51	)		11.39
Cancelled		(3,825	)		18.74
Paid out on Merger		(9,100	)		9.68
Outstanding at August 15, 2007		-

As no stock options were granted from August 15, 2007 to June 30, 2008, there are also no stock options outstanding at June 30, 2008.

Cash received from stock option exercises was none for the successor period August 15, 2007 to June 30, 2008, $583,000 for the predecessor period July 1, 2007 to August 14, 2007 and $14.2 million and $4.6 million for the fiscal years ended June 30, 2007 and 2006, respectively.  The tax benefit received from stock option exercises was $16.1 million for the successor period August 15, 2007 to June 30, 2008, $41,000 for the predecessor period July 1, 2007 to August 14, 2007 and $3.3 million and $1.3 million for the fiscal years ended June 30, 2007 and 2006, respectively.

F-25

11.          Comprehensive Income

The components of comprehensive income (loss) are as follows:

							Fiscal Year			Fiscal Year
	August 15, 2007 to			July 1, 2007 to			Ended			Ended
	June 30, 2008			August 14, 2007			June 30, 2007			June 30, 2006
	Successor			Predecessor			Predecessor			Predecessor
	(In thousands)
Net income (loss)	$	(105,425	)	$	(16,916	)	$	4,926		$	26,959
Unrealized gain (loss) on interest rate
swap agreements, net of tax provision
(benefit) of $829, $0, $3 and $37		1,411			-			5			63
Minimum pension liability adjustment
net of tax of $(4), $0, $(160) and $(349)		(6	)		-			(267	)		(548	)
Foreign currency translation adjustment		(998	)		(497	)		15,168			4,933
Total comprehensive income (loss)	$	(105,018	)	$	(17,413	)	$	19,832		$	31,407

 Accumulated other comprehensive income (loss) is as follows:

	Unrealized
	Gain (Loss)			Minimum
	on Interest			Pension			Foreign
	Rate Swap			Liability			Currency
	Agreements			Adjustment			Translation			Total
	(net of tax)			(net of tax)			Adjustment			(net of tax)
				(In thousands)
Balance, June 30, 2005	$	(75	)	$	(3,632	)	$	12,727		$	9,020
Annual change		63			(548	)		4,933			4,448
Balance June 30, 2006		(12	)		(4,180	)		17,660			13,468
Annual change		5			(267	)		15,168			14,906
Adjustment related to
initial adoption of SFAS 158		-			(728	)		-			(728	)
Balance, June 30, 2007		(7	)		(5,175	)		32,828			27,646
Predecessor period		-			-			(497	)		(497	)
Adjustments for the effect
of the Merger		7			5,175			(32,331	)		(27,149	)
		-			-			-			-
Successor period		1,411			(6	)		(998	)		407
Balance, June 30, 2008	$	1,411		$	(6	)	$	(998	)	$	407

The foreign currency translation adjustments are not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

F-26

12.           Income Taxes

The amount of income (loss) from continuing operations before income taxes attributable to domestic and foreign operations are as follows:

							Fiscal Year			Fiscal Year
	August 15, 2007 to			July 1, 2007 to			Ended			Ended
	June 30, 2008			August 14, 2007			June 30, 2007			June 30, 2006
	Successor			Predecessor			Predecessor			Predecessor
	(In thousands)
Domestic	$	(134,861	)	$	(10,199	)	$	41,710		$	59,898
Foreign		(4,670	)		(11,040	)		(7,981	)		(5,610	)
	$	(139,531	)	$	(21,239	)	$	33,729		$	54,288

The provision (benefit) for income taxes from continuing operations consists of the following:

							Fiscal Year			Fiscal Year
	August 15, 2007 to			July 1, 2007 to			Ended			Ended
	June 30, 2008			August 14, 2007			June 30, 2007			June 30, 2006
	Successor			Predecessor			Predecessor			Predecessor
	(In thousands)
Current:
Federal	$	2,024		$	(12,245	)	$	28,800		$	28,003
State and local		-			-			2,973			3,075
Foreign		(121	)		130			346			1,366
		1,903			(12,115	)		32,119			32,444
Deferred:
Federal		(40,355	)		9,503			(4,356	)		(7,635	)
State and local		(1,783	)		(1,256	)		(48	)		105
Foreign		1,308			(2,963	)		(2,780	)		(4,374	)
		(40,830	)		5,284			(7,184	)		(11,904	)
	$	(38,927	)	$	(6,831	)	$	24,935		$	20,540

The provision for income taxes varies from the amount computed by applying the U.S. Federal income tax rate to income from continuing operations before income taxes as a result of the following:

F-27

	August 15, 2007 to			July 1, 2007 to			Fiscal Year Ended			Fiscal Year Ended
	June 30 2008			August 14, 2007			June 30, 2007			June 30, 2006
	Successor			Predecessor			Predecessor			Predecessor
	(In thousands)
Tax at federal statutory rate	$	(48,836	)	$	(7,434	)	$	11,805		$	19,001
Non-deductible acquired in-process research
and development charge		8,744			-			-			-
Undistributed earnings of foreign subsidiaries		(1,265	)		(184	)		(1,342	)		(1,306	)
Increase in valuation allowance		5,420			237			2,772			546
State and local income taxes, net of federal benefit		(1,783	)		(1,256	)		1,951			2,105
Domestic manufacturing credit		(210	)		-			(550	)		(664	)
Non-deductible merger expenses		5,861			1,111			10,704			-
Foreign tax rate differential		931			848			838			221
Research and development credit and deduction		(2,148	)		(53	)		(721	)		(170	)
Settlement of and change in tax contingencies		(3,416	)		-			1,000			353
Other, net		(2,225	)		(100	)		(1,522	)		454
	$	(38,927	)	$	(6,831	)	$	24,935		$	20,540

The tax effects of temporary differences which give rise to significant portions of deferred tax assets and liabilities consist of:

	June 30,
	2008			2007
	Successor			Predecessor
	(In thousands)
Accounts receivable	$	250		$	381
Inventories		17,191			12,573
Accrued expenses and other current liabilities		20,652			12,466
Other long-term liabilities		3,440			20,061
Capital loss carryforwards		11,145			8,192
Tax loss carryforwards		10,396			6,424
Tax credit carryforwards		-			44
Gross deferred tax assets		63,074			60,141
Less:  valuation allowance		(23,131	)		(15,800	)
Net deferred tax assets		39,943			44,341
Property, plant and equipment		(8,249	)		(1,359	)
Intangible assets		(164,112	)		(13,773	)
Gross deferred tax liabilities		(172,361	)		(15,132	)
Net deferred tax assets (liabilities)	$	(132,418	)	$	29,209

We recorded increases of $0, $12.5 million, $2.9 million and $1.3 million to additional paid-in capital during the periods August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and the years ended June 30, 2007 and 2006, respectively, in connection with the excess of the realized tax benefit related to compensation deductions on the exercise of stock options and issuance of restricted shares over the deferred tax asset attributable to stock compensation costs for such awards.

F-28

As of June 30, 2008, we have capital loss carryforwards of $30.0 million, of which $21.6 million expires in 2010 and $8.4 million expires in 2013, and foreign net operating loss carryforwards of $12.7 million in the UK, $11.8 million in France and $6.0 million in China which have no expiration.  We have state net operating loss carryforwards that create a utilizable net tax benefit of $1.6 million. We have provided a valuation allowance against all our capital loss carryforwards, all net operating loss carryforwards in France and China, $10.6 million net operating loss carryforwards in the UK, and certain other deferred tax assets that are not deemed realizable.

Deferred tax assets have resulted primarily from our future deductible temporary differences and net operating loss and capital loss carryforwards.  In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized.  The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of its deductible temporary differences and loss carryforwards.  If such estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statements of operations.  Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances quarterly.  At this time, based on current facts and circumstances, management believes that it is more likely than not that we will realize benefit for our gross deferred tax assets, except those deferred tax assets against which a valuation allowance has been recorded.

Deferred U.S. income taxes have not been provided on undistributed foreign earnings since we expect that substantially all of these earnings will be permanently reinvested in foreign operations.  Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries.  Determination of the amount of unrecognized deferred U.S. income tax liabilities and potential foreign tax credits is not practical to calculate because of the complexity of this hypothetical calculation.

In June 2006 we repatriated $1.5 million of foreign earnings.  This $1.5 million dividend was an extraordinary dividend that qualified under the provisions of the American Jobs Creation Act for the 85 percent dividend received deduction.

We made income tax payments of $7.8 million, $191,000, $28.8 million and $25.7 million and received refunds of $27.1 million, $0, $284,000 and $2.9 million during the periods August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and the years ended June 30, 2007 and 2006, respectively.  As a result of the Merger and the payments to option holders, we had a taxable loss for the period July 1, 2007 to August 14, 2007 of $78.9 million.  This net operating loss was carried back to fiscal years 2007 and 2006, resulting in a $27.1 million Federal tax refund, which we received in May 2008.

On July 1, 2007, we adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes-an Interpretation of SFAS No. 109.”  This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.”  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of an income tax position taken or expected to be taken in an income tax return.  FIN 48 provides that unrecognized tax benefits should be based on the facts, circumstances and information available at each balance sheet date and that subsequent changes in judgment should be based on new facts and circumstances and any resulting change in the amount of unrecognized tax benefit should be accounted for in the interim period in which the change occurs.  The adoption of FIN 48 had no impact on our consolidated financial statements.

The aggregate amount of unrecognized tax benefits included in liabilities was as follows (in thousands):

F-29

Balance at June 30, 2007	$	4,421
Gross increase related to tax positions taken
prior to fiscal year		495
Gross decrease related to tax positions taken
prior to fiscal year		(58	)
Reduction as a result of a lapse of the
applicable statute of limitations		(3,853	)
Balance at June 30, 2008	$	1,005

Interest and penalties related to income tax liabilities recognized in accordance with the provisions of FIN 48 are included in income tax expense, consistent with our historical policy and amounted to $124,000 and $0 for the periods from August 15, 2007 to June 30, 2008 and July 1, 2007 to July 14, 2007, respectively.  At June 30, 2008 and 2007 accrued interest on uncertain tax positions was $188,000 and $815,000, respectively, net of the Federal benefit.

In September 2007, we settled a New York State income tax audit for the fiscal years 2002 through 2004. The decrease in the liability of $58,000 was for the reversal of a liability previously recognized.

Currently, we are being audited by the Internal Revenue Service for the fiscal years 2006 and 2007 and the period July 1, 2007 to August 14, 2007; the state of New York for fiscal years 2005 and 2006; and the state of Kansas for the fiscal years 2004 through 2007. Management does not believe that the resolution of the ongoing income tax examinations described above will have a material adverse impact on our financial position.  Changes in the liabilities for uncertain tax positions will be recognized in the interim period in which the positions are effectively settled or there is a change in factual circumstances.   The statute of limitations for our fiscal year 2004 Federal and the majority of our State tax returns has expired.

13.     Employment Contracts

We have employment agreements with our officers and certain other key employees for periods through December 31, 2013 with annual remuneration ranging from $108,000 to $525,000, plus cost of living adjustments and, in some cases, additional compensation based upon earnings of the Company.  Future aggregate minimum payments under these contracts are $7.7 million.  Certain of the contracts provide for a three-year consulting period at the expiration of the employment term at two-thirds of salary.  In addition, certain of these officers have the option to terminate their employment agreements upon a change in control of the Company, as defined, and receive lump sum payments equal to the salary and bonus, if any, for the remainder of the term.

14.     Employee Benefit Plans

401(k) and Profit Sharing Plans

All employees of the Company and certain subsidiaries who are not members of a collective bargaining agreement are eligible to participate in a Company sponsored 401(k) plan.  Each participant has the option to contribute a portion of his or her compensation and receive a discretionary employer matching contribution.  Furthermore, employees of one subsidiary are eligible to participate in a qualified profit sharing plan and receive an allocation of a discretionary share of the subsidiary’s profits.  For the periods August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and fiscal years ended June 30, 2007 and 2006, aggregate expenses related to these 401(k) and profit sharing plans were $4.7 million, $413,000, $4.7 million and $3.9 million, respectively.

F-30

Defined Benefit Pension Plans

Effective January 1, 1994, we established a Supplemental Executive Retirement Plan (the “SERP”) which provides retirement, death and disability benefits to certain of our current and former officers.  As of June 30, 2008, the SERP is unfunded, however, there are funds being held in a rabbi trust for the SERP consisting primarily of cash surrender value of life insurance policies that specify the SERP as the beneficiary.  Those assets (which are included in other assets) totaled $8.0 million and $7.1 million at June 30, 2008 and 2007, respectively, and are not considered in the fair value of plan assets.  The measurement date for the SERP is June 30.  Due to the retirement in 2005 of one of our officers we made payments of $523,000, $105,000, $674,000 and $267,000 in the period August 15, 2007 to June 30, 2008, the period July 1, 2007 to August 14, 2007 and the fiscal years 2007 and 2006, respectively, and are required to make payments of $628,000 in each fiscal year hereafter pursuant to the SERP.  Payments to this officer cease December 31, 2015 or upon death, whichever is later.

The Merger constituted a change in control of the Company that accelerated the vesting of benefits under our SERP in the event of termination of employment of the participants on or prior to August 15, 2008. The SERP was amended to provide that no additional benefits are earned after August 31, 2007. Accordingly, if a participant’s employment was terminated prior to August 15, 2008, the participant would have received a lump sum payment of the present value of the benefits at retirement age based on average pay through August 31, 2007. The additional benefits payable under the SERP resulting from the change of control of $16.6 million was recorded as compensation expense (included in sale transaction expenses) in August 2007 (Successor period).  The Company entered into amended employment agreements with certain participants in the SERP which, among other terms, provided that if such participants remain employed beyond August 15, 2008, which they have, specified payments, approximating the benefits earned under the SERP, plus 6% interest per annum from  August 15, 2007, would be payable to those participants in full satisfaction of the benefits payable under the SERP, payable the earlier of December 31, 2008 to January 5, 2009 or upon specified events, including an additional change of control of the Company or termination.  The aggregate liability to these participants under the SERP, including the related interest, was $19.1 million at June 30, 2008.  Thus the amounts payable under the SERP have been fixed, except for the payments due one retired employee for which an actuarially determined liability of $6.9 million is recorded as of June 30, 2008. In the fiscal year ended June 30, 2008, we paid $10.3 million of benefits to participants in our SERP and the remaining liability related to the SERP at June 30, 2008 is $26.0 million, of which the $19.1 million that is payable no later than December 2008 or January 2009 is included in Accrued Expenses and Other Current Liabilities.  We expect to pay $628,000 to the one remaining participant in the SERP plan in the fiscal year ending June 30, 2009 and $6.3 million thereafter, which is included in accrued expenses and long-term defined benefit obligations, respectively, in the June 30, 2008 balance sheet.  In the Successor period from August 15, 2007 to June 30, 2008, we recorded $858,000 of interest expense incurred on the SERP liabilities and $343,000 of expense, included in general and administrative expenses in the accompanying statement of operations, for an increase in the SERP liability.

Adoption of FASB Statement No. 158

Effective June 30, 2007, the Company adopted the recognition and disclosure provisions of Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an Amendment of FASB Statements No. 87, 88, 106 and 132(R),” which requires employers to recognize in their balance sheets the overfunded or underfunded status of defined benefit postretirement plans, measured as the difference between the fair value of plan assets and the benefit obligation (the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans).  Employers must recognize the change in the funded status of the plan in the year in which the change occurs through accumulated other comprehensive income. SFAS No. 158 also requires plan assets and obligations to be measured as of the employer’s balance sheet date.

Prior to the adoption of SFAS No. 158, changes in the funded status of our plans were not immediately recognized, rather they were deferred and recognized ratably over future periods.  Upon adoption of SFAS No. 158, we recognized the amounts of prior changes in the funded status of our SERP through accumulated other comprehensive income which had the following impact on the individual line items in the June 30, 2007 balance sheet:

F-31

Effect of Applying SFAS No. 158

on Individual Line Items in the Statement of Financial Position

June 30, 2007

(In thousands)

	Before					After
	Application of					Application of
	Statement 158		Adjustments			Statement 158
Deferred income taxes	$	12,261	$	428		$	12,689
Other assets		16,456		(349	)		16,107
Total assets		674,317		79			674,396
Defined benefit plan and other
postretirement plan obligations		16,721		807			17,528
Total liabilities		162,892		807			163,699
Accumulated other comprehensive income		28,374		(728	)		27,646
Total stockholders' equity		511,425		(728	)		510,697
Total liabilities and stockholders' equity		674,317		79			674,396

Obligations and Funded Status of the SERP:

	Year Ended
	June 30,
	2007
	(In thousands)
Change in projected benefit obligation
Benefit obligation at beginning of year	$	17,158
Service cost		151
Interest cost		1,051
Actuarial loss		470
Benefits paid		(674	)
Benefit obligation at end of year	$	18,156
Change in plan assets
Fair value of plan assets at beginning of year	$	-
Actual return on plan assets		-
Employer contributions		674
Benefits paid		(674	)
Fair value of plan assets at end of year	$	-
Unfunded status at end of year	$	(18,156	)

F-32

Amounts recognized in the balance sheet consist of:

	June 30,
	2007
	(In thousands)
Accrued benefit cost	$	(18,215	)
Accumulated other comprehensive income		8,159
Net amount recognized	$	(10,056	)

The Company’s net unfunded liability relating to its defined benefit and other postretirement benefit plans at June 30, 2007 is as follows:

	June 30,
	2007
	(In thousands)
SERP	$	(18,156	)
Less:  Current portion		628
Long-term defined benefit plan
obligations	$	(17,528	)

Components of Net Periodic Benefit Cost

	Years Ended June 30,
	2007		2006
	(In thousands)
Service cost	$	151	$	147
Interest cost		1,051		923
Expected return on plan assets		-		-
Amortization of net transition (asset) obligation		38		38
Recognized actuarial loss		537		687
Net periodic benefit cost	$	1,777	$	1,795

Additional Information

	Years Ended June 30,
	2007		2006
	(In thousands)
Increase (decrease) in minimum liability included
in other comprehensive income	$	394	$	1,095

F-33

Assumptions

  Weighted-average assumptions used to determine benefit obligations

	SERP
	Years Ended June 30,
	2008			2007			2006
Discount rate		5.00	%		6.25	%		6.25	%
Rate of compensation increase		*			3.00	%		3.00	%

  Weighted-average assumptions used to determine net periodic benefit cost

	SERP
	Years Ended June 30,
	2008			2007			2006
Discount rate		5.00	%		6.25	%		5.25	%
Expected long-term return on plan assets		N/A			N/A			N/A
Rate of compensation increase		*			3.00	%		3.00	%

* Not applicable as the one participant in the SERP whose liability is actuarially determined atJune 30, 2008 is an inactive retired employee.

Plan Assets

As of June 30, 2008 and 2007 the SERP is unfunded.

15.     Legal Matters

As discussed in Note 3, we settled the action with GA and Francisco for $2.5 million in January

2008.

During the quarter ended March 31, 2007, we became aware that certain RadHard bidirectional multipurpose transceivers sold by us since 1999 may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with the International Traffic in Arms Regulations (“ITAR”). Accordingly, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, Department of State, describing the details of the possible inadvertent misclassification. Simultaneously, we flied a Commodity Jurisdiction request providing detailed information and data supporting our contention that the product is not subject to ITAR and requested a determination that such product is not ITAR controlled. By letter dated November 15, 2007, we were informed that the Department of State had determined in response to our Commodity Jurisdiction request, that the product is subject to the licensing jurisdiction of the Department of State in accordance with ITAR. We requested reconsideration of this determination. On February 7, 2008, we filed an addendum to the above referenced Voluntary Disclosure advising the Directorate of Defense Trade Controls that other products sold by us similar in nature to the transceiver described above may also be subject to the ITAR. The Directorate of Defense Trade Controls has agreed to extend the Company’s time to file such Voluntary Disclosure until there is a decision with respect to the Company’s request for reconsideration of the determination in connection with the above-referenced Commodity Jurisdiction request. On August 5, 2008, the Company received a letter from the Office of Defense Trade Controls Compliance (“DTCC”) requesting that the Company provide documentation and/or information relating to the Company’s ITAR compliance initiatives after November 15, 2007 as well as the results of any product reviews conducted by the Company, and indicating that a civil penalty against the Company could be warranted in connection with this matter following the review of such materials.  The Company has complied with the request by DTCC and has provided the detailed information requested.  In August 2008, the Company received the determination by the Directorate of Defense Trade Controls with respect to the request for reconsideration of the Commodity Jurisdiction determination.  The Directorate of Defense Trade Controls denied the Company’s request for reconsideration and determined that the product is subject to the licensing jurisdiction of the Department of State in accordance with the ITAR.  Accordingly, on September 18, 2008, the Company filed an addendum to its Voluntary Disclosure identifying other products that may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with the ITAR but were inadvertently misclassified.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

F-34

During the quarter ended June 30, 2007, we became aware that certain components that our Plainview subsidiary manufactures and sells to a customer in Canada may have been subject to the ITAR. Additionally, we have recently learned that a shipment of upgrade kits for a product sold by the Company to the United States Air Force was inadvertently shipped directly to Canada and incorrectly exported under the authority of the Export Administration Regulations. Accordingly, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, Department of State, describing the details of the possible inadvertent misclassifications. We were notified that this matter was closed without the assessment of fines or any other penalties.

In October, 2007, we were advised that United States Customs had held up the export of a component part of a test system sold by us. After extensive analysis of the component, we have determined that a General Purpose Communications Test Set sold by our Wichita subsidiary may have been subject to the licensing jurisdiction of the Department of State in accordance with the ITAR. Accordingly, on May 5, 2008, a Voluntary Disclosure was filed with the Directorate of Defense Trade Controls, Department of State, with respect to this product.  Included as part of this Voluntary Disclosure was a shipment made by our KDI subsidiary which failed to properly demarcate a previously approved ITAR export license. We were notified on May 13, 2008 that this matter was closed without the assessment of fines or any other penalties.

During May 2008, we became further aware that a certain product sold by our KDI subsidiary may have inadvertently been misclassified as not ITAR controlled. On August 5, 2008, the Company filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, Department of State, describing the inadvertent misclassification of this product.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

An amended class action complaint was filed against us and our board of directors on June 20, 2007 in the Supreme Court of the State of New York, Nassau County. The complaint alleges that our board breached its fiduciary duties to our stockholders (i) by issuing a preliminary proxy statement on June 5, 2007 that was issued in connection with seeking stockholder approval of the Merger and (ii) in approving certain amendments, that were allegedly beyond the scope of our corporate power to our Supplemental Executive Retirement Plan and the employment agreements of defendants Harvey R. Blau, our then Chairman and Chief Executive Officer, and Leonard Borow, our then President and Chief Operating Officer. The plaintiffs sought injunctive relief with respect to the first cause of action, seeking to enjoin the July 26, 2007 special meeting of our stockholders on the grounds that we and our board of directors provided inadequate disclosures, and the recovery of money damages with respect to the second cause of action. The plaintiffs subsequently withdrew their motion for preliminary injunctive relief. On July 9, 2007, we and our board of directors filed a motion to dismiss the amended class action complaint and that motion is currently pending. We are currently in settlement discussions with the plaintiffs and have accrued an insignificant liability for the settlement. The July 26, 2007 stockholders meeting went forward and the Company’s stockholders approved the Merger.  On August 15, 2007, the acquisition of the Company was completed.

We are also involved in various claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of any of these actions will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.

F-35

16.      Other Commitments and Contingencies

Operating Leases

Several of our operating facilities and certain machinery and equipment are leased under agreements expiring through 2020.  The leases for machinery and equipment generally contain purchase options at the then fair value of the related leased assets at the end of their lease term.

Future minimum payments under operating leases as of June 30, 2008 are as follows for the fiscal years:

	(In thousands)
2009	$	5,492
2010		4,512
2011		3,187
2012		1,757
2013		764
Thereafter		1,029
Future minimum lease payments	$	16,741

Rental expense was $7.0 million, $1.1 million, $9.5 million and $9.5 million for the periods August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and for the fiscal years 2007 and 2006, respectively.  Sub-lease rental income was $486,000, $145,000, $1.2 million and $1.1 million for the periods August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and the fiscal years 2007 and 2006, respectively.

17.      Business Segments

Our business segments and major products included in each segment, are as follows:

Microelectronic Solutions (“AMS”)

· Microelectronic Components, Sub-assemblies and Modules

· Motion Control Systems

Test Solutions (“ATS”)

· Instrument Products and Test Systems

We are a manufacturer of advanced technology systems and components for commercial industry, government and defense contractors. Approximately 29% of our sales for the period August 15, 2007 to June 30, 2008, 21% for the period July 1, 2007 to August 14, 2007, and 30% and 29% for the fiscal years ended June 30, 2007 and 2006, respectively, were to agencies of the United States government or to prime defense contractors or subcontractors of the United States government. No one customer constituted more than 10% of sales during any of the periods presented. Inter-segment sales were not material and have been eliminated from the tables below.

The majority of our operations are located in the United States; however, we also have operations in Europe and Asia, with our most significant international operations in the United Kingdom. Net sales from facilities located in the United Kingdom were approximately $167.7 million for the period August 15, 2007 to June 30, 2008 and $11.7 million for the period July 1, 2007 to August 14, 2007 and $166.7 million and $152.9 million for the fiscal years ended June 30, 2007 and 2006, respectively. Total assets of the United Kingdom operations were $237.5 million as of June 30, 2008 and $230.0 million as of June 30, 2007.

F-36

Revenues, based on the customers’ locations, attributed to the United States and other regions are as follows:

	Period		Period		Fiscal Year		Fiscal Year
	August 15, 2007 to		July 1, 2007 to		Ended		Ended
	June 30, 2008		August 14, 2007		June 30, 2007		June 30, 2006
	Successor		Predecessor		Predecessor		Predecessor
	(In thousands)
United States of America	$	329,226	$	21,183	$	346,235	$	318,244
Europe and Middle East		141,422		10,357		155,905		148,517
Asia and Australia		123,887		6,242		84,779		71,866
Other regions		10,456		439		6,227		7,616
	$	604,991	$	38,221	$	593,146	$	546,243

F-37

Selected financial data by segment is as follows:

	August 15, 2007			July 1, 2007			Fiscal Year			Fiscal Year
	to June 30,			to August 14,			Ended June 30,			Ended June 30,
	2008			2007			2007			2006
	Successor Entity			Predecessor Entity			Predecessor Entity			Predecessor Entity
	(In thousands)
Net sales:
Microelectronic solutions ("AMS")	$	283,695		$	19,017		$	266,515		$	241,437
Test solutions ("ATS")		321,296			19,204			326,631			304,806
Net sales	$	604,991		$	38,221		$	593,146		$	546,243
Segment adjusted operating income:
- AMS	$	74,802		$	24		$	63,908		$	58,467
- ATS		54,216			(7,582	)		38,582			34,771
General corporate expense		(8,176	)		(2,347	)		(17,727	)		(15,279	)
Adjusted operating income (loss)		120,842			(9,905	)		84,763			77,959
Amortization of acquired intangibles
- AMS		(44,085	)		(279	)		(1,911	)		(2,134	)
- ATS		(28,991	)		(1,413	)		(11,095	)		(11,644	)
Share based compensation
- AMS		-			(83	)		(965	)		(1,488	)
- ATS		-			95			(958	)		(1,731	)
- Corporate		(3,123	)		(226	)		(2,161	)		(3,433	)
Restructuring charges
- AMS		(414	)		-			-			-
- ATS		(6,581	)		(3,778	)		(2,840	)		(3,214	)
One-time lease termination costs
- ATS		-			(576	)		-			-
Merger related expenses - Corporate		(4,092	)		(1,319	)		-			-
Acquired in-process R&D costs
- AMS		(16,335	)		-			-			-
- ATS		(8,640	)		-			-			-
Current period impact of acquisition
related adjustments:
Inventory - AMS		(23,817	)		(57	)		-			-
Inventory - ATS		(15,151	)		-			-			(1,088	)
Depreciation - AMS		(1,025	)		-			-			-
Depreciation - ATS		(2,882	)		-			-			-
Depreciation - Corporate		(193	)		-			-			-
Deferred revenue - ATS		(2,510	)		-			-			-
Sale transaction expenses		(32,493	)		(3,717	)		(30,584	)		-
Operating income (loss) (GAAP)		(69,490	)		(21,258	)		34,249			53,227
Interest expense		(74,658	)		(275	)		(672	)		(608	)
Other income (expense), net		4,617			294			152			1,669
Income (loss) from continuing
operations before income taxes	$	(139,531	)	$	(21,239	)	$	33,729		$	54,288

F-38

	As of				As of June 30,
	June 30, 2008				2007		2006
	(In thousands)
Total Assets:
AMS	$	754,451			$	229,046	$	186,531
ATS		605,120				404,548		377,190
Corporate		119,428				34,408		59,700
Assets of discontinued operations		-				6,394		9,970
Total assets	$	1,478,999			$	674,396	$	633,391
	August, 15, 2007		July 1, 2007 to		For the Year Ended June 30,
	to June 30, 2008		August 14, 2007		2007		2006
Capital expenditures:	(In thousands)
AMS	$	7,087	$	338	$	9,942	$	6,255
ATS		5,950		501		7,155		8,777
Corporate		142		249		1,330		333
Total capital expenditures	$	13,179	$	1,088	$	18,427	$	15,365
Depreciation and amortization expense:
AMS	$	51,419	$	1,137	$	8,675	$	8,949
ATS		41,060		2,509		21,258		21,249
Corporate		553		16		209		173
Total depreciation and
amortization expense	$	93,032	$	3,662	$	30,142	$	30,371

Management evaluated the operating results of the two segments based upon pre-tax operating income, before costs related to restructuring, lease termination charges, amortization of acquired intangibles, share-based compensation, acquired in-process research and development costs, Company Sale Transaction expenses, merger related expenses and the impact of any acquisition related adjustments.

18.        Guarantor/Non-Guarantor Financial Information

The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the balance sheets at June 30, 2008 and June 30, 2007 and the statements of operations, and cash flows for the periods from August 15, 2007 to June 30, 2008 and July 1, 2007 to August 14, 2007 and the years ended June 30, 2007 and 2006 for Aeroflex Incorporated (the “Parent Company”), and for the Guarantor Subsidiaries and, on a combined basis, the Non-Guarantor Subsidiaries.  The supplemental condensed consolidating financial information reflects for all fiscal periods, the investments of the Parent Company in the Guarantor Subsidiaries as well as the investments of the Parent Company and the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, in all cases using the equity method.  The Parent Company’s purchase price allocation adjustments, including applicable intangible assets, arising from business acquisitions have been pushed down to the applicable subsidiary columns (see Notes 3 and 4).

F-39

Condensed Consolidating Statement of Operations

For the Period from August 15, 2007 to June 30, 2008

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	429,372		$	180,832		$	(5,213	)	$	604,991
Cost of sales		-			253,291			104,857			(5,195	)		352,953
Gross profit		-			176,081			75,975			(18	)		252,038
Selling, general and administrative costs		15,584			66,265			39,237			-			121,086
Research and development costs		-			40,097			29,801			-			69,898
Amortization of acquired intangibles		-			63,477			9,599			-			73,076
Acquired in-process R&D costs		-			21,820			3,155			-			24,975
Company sale transaction expenses		32,493			-			-			-			32,493
Operating income (loss)		(48,077	)		(15,578	)		(5,817	)		(18	)		(69,490	)
Other income (expense):
Interest expense		(74,563	)		(95	)		-			-			(74,658	)
Other income (expense), net		1,943			147			2,527			-			4,617
Intercompany charges		81,994			(80,482	)		(1,512	)		-			-
Income (loss) from continuing operations
before income taxes		(38,703	)		(96,008	)		(4,802	)		(18	)		(139,531	)
Provision (benefit) for income taxes		(11,525	)		(28,589	)		1,187			-			(38,927	)
Income (loss) from continuing
operations		(27,178	)		(67,419	)		(5,989	)		(18	)		(100,604	)
Loss from discontinued operations,
net of tax		-			(4,821	)		-			-			(4,821	)
Equity in income (loss) of subsidiaries		(78,247	)		(5,712	)		-			83,959			-
Net income (loss)	$	(105,425	)	$	(77,952	)	$	(5,989	)	$	83,941		$	(105,425	)

F-40

Condensed Consolidating Statement of Operations

For the Period from July 1, 2007 to August 14, 2007

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	25,858		$	12,809		$	(446	)	$	38,221
Cost of sales		-			15,066			8,074			(279	)		22,861
Gross profit		-			10,792			4,735			(167	)		15,360
Selling, general and administrative costs		3,892			7,571			7,568			-			19,031
Research and development costs		-			5,526			6,652			-			12,178
Amortization of acquired intangibles		-			601			1,091			-			1,692
Company sale transaction expenses		3,717			-			-			-			3,717
Operating income (loss)		(7,609	)		(2,906	)		(10,576	)		(167	)		(21,258	)
Other income (expense):
Interest expense		(261	)		(14	)		-			-			(275	)
Other income (expense), net		157			27			110			-			294
Intercompany charges		5,544			(5,109	)		(435	)		-			-
Income (loss) from continuing operations
before income taxes		(2,169	)		(8,002	)		(10,901	)		(167	)		(21,239	)
Provision (benefit) for income taxes		(853	)		(3,145	)		(2,833	)		-			(6,831	)
Income (loss) from continuing
operations		(1,316	)		(4,857	)		(8,068	)		(167	)		(14,408	)
Loss from discontinued operations,
net of tax		-			(2,508	)		-			-			(2,508	)
Equity in income (loss) of subsidiaries		(15,600	)		(7,814	)		-			23,414			-
Net income (loss)	$	(16,916	)	$	(15,179	)	$	(8,068	)	$	23,247		$	(16,916	)

F-41

Condensed Consolidating Statement of Operations

For the Year Ended June 30, 2007

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	422,347		$	177,586		$	(6,787	)	$	593,146
Cost of sales		-			217,025			98,927			(6,983	)		308,969
Gross profit		-			205,322			78,659			196			284,177
Selling, general and administrative costs		19,888			71,125			38,608			-			129,621
Research and development costs		-			42,241			34,476			-			76,717
Amortization of acquired intangibles		-			4,498			8,508			-			13,006
Company sale transaction expenses		30,584			-			-			-			30,584
Operating income (loss)		(50,472	)		87,458			(2,933	)		196			34,249
Other income (expense):
Interest expense		(534	)		(127	)		(11	)		-			(672	)
Other income (expense), net		1,479			205			(1,532	)		-			152
Intercompany charges		45,158			(41,672	)		(3,486	)		-			-
Income (loss) from continuing operations
before income taxes		(4,369	)		45,864			(7,962	)		196			33,729
Provision (benefit) for income taxes		(2,882	)		30,251			(2,434	)		-			24,935
Income (loss) from continuing
operations		(1,487	)		15,613			(5,528	)		196			8,794
Loss from discontinued operations,
net of tax		-			(3,868	)		-			-			(3,868	)
Equity in income (loss) of subsidiaries		6,413			(4,629	)		-			(1,784	)		-
Net income (loss)	$	4,926		$	7,116		$	(5,528	)	$	(1,588	)	$	4,926

F-42

Condensed Consolidating Statement of Operations

For the Year Ended June 30, 2006

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	378,283		$	174,509		$	(6,549	)	$	546,243
Cost of sales		-			196,093			94,877			(6,658	)		284,312
Gross profit		-			182,190			79,632			109			261,931
Selling, general and administrative costs		18,712			63,188			40,971			-			122,871
Research and development costs		-			38,317			33,738			-			72,055
Amortization of acquired intangibles		-			4,722			9,056			-			13,778
Operating income (loss)		(18,712	)		75,963			(4,133	)		109			53,227
Other income (expense):
Interest expense		(403	)		(144	)		(61	)		-			(608	)
Other income (expense), net		779			832			58			-			1,669
Intercompany charges		38,829			(36,443	)		(2,386	)		-			-
Income (loss) from continuing operations
before income taxes		20,493			40,208			(6,522	)		109			54,288
Provision (benefit) for income taxes		7,950			15,598			(3,008	)		-			20,540
Income (loss) from continuing
operations		12,543			24,610			(3,514	)		109			33,748
Loss from discontinued operations,
net of tax		-			(5,652	)		-			-			(5,652	)
Change in accounting principle		12,543			18,958			(3,514	)		109			28,096
Cumulative effect of a change in
accounting principle, net of tax benefit		-			(15	)		(1,122	)		-			(1,137	)
Equity in income (loss) of subsidiaries		14,416			(4,274	)		-			(10,142	)		-
Net income (loss)	$	26,959		$	14,669		$	(4,636	)	$	(10,033	)	$	26,959

F-43

Condensed Consolidating Balance Sheet

As of June 30, 2008

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	39,285		$	(2,379	)	$	17,243		$	-		$	54,149
Accounts receivable, net		-			90,343			57,640			-			147,983
Inventories		-			91,856			43,537			(502	)		134,891
Deferred income taxes		(2,352	)		23,539			5,852			-			27,039
Prepaid expenses and other current assets		2,464			2,616			7,104			-			12,184
Total current assets		39,397			205,975			131,376			(502	)		376,246
Property, plant and equipment, net		13,406			63,964			27,279			-			104,649
Non-current marketable securities		19,960			-			-			-			19,960
Deferred financing costs		30,185			-			-			-			30,185
Other assets		16,480			2,474			(394	)		-			18,560
Intangible assets with definite lives, net		-			297,408			47,458			-			344,866
Intangible assets with indefinite lives		-			90,229			33,149			-			123,378
Goodwill		-			435,570			25,101			484			461,155
Total assets	$	119,428		$	1,095,620		$	263,969		$	(18	)	$	1,478,999
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	5,250		$	324		$	-		$	-		$	5,574
Accounts payable		554			19,882			18,946			-			39,382
Deferred revenue, including advance payments		-			8,621			18,523			-			27,144
Income taxes payable		409			-			1,527			-			1,936
Accrued payroll expense		2,106			18,200			4,219			-			24,525
Accrued expenses and other current liabilities		31,205			12,272			13,353			-			56,830
Total current liabilities		39,524			59,299			56,568			-			155,391
Long-term debt		872,152			1,085			-			-			873,237
Deferred income taxes		(12,254	)		150,400			21,311			-			159,457
Defined benefit plan obligations		6,263			-			-			-			6,263
Other long-term liabilities		1,368			487			6,148			-			8,003
Intercompany investment		(248,051	)		2,944			245,107			-			-
Intercompany receivable/payable		(895,004	)		953,623			(58,619	)		-			-
Total liabilities		(236,002	)		1,167,838			270,515			-			1,202,351
Stockholder's equity		355,430			(72,218	)		(6,546	)		(18	)		276,648
Total liabilities and stockholder's equity	$	119,428		$	1,095,620		$	263,969		$	(18	)	$	1,478,999

F-44

Condensed Consolidating Balance Sheet

As of June 30, 2007

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	6,807		$	(1,573	)	$	7,766		$	-		$	13,000
Marketable securities		9,500			-			-			-			9,500
Accounts receivable, net		-			81,041			58,000			-			139,041
Inventories		-			94,756			45,417			(316	)		139,857
Deferred income taxes		(13,554	)		29,994			80			-			16,520
Assets of discontinued operations		-			6,394			-			-			6,394
Prepaid expenses and other current assets		1,970			2,431			6,703			-			11,104
Total current assets		4,723			213,043			117,966			(316	)		335,416
Property, plant and equipment, net		2,446			53,021			25,945			-			81,412
Deferred income taxes		12,689			-			-			-			12,689
Deferred financing costs		36			-			-			-			36
Other assets		14,513			563			1,031			-			16,107
Intangible assets with definite lives, net		-			23,358			23,416			-			46,774
Goodwill		84			90,268			91,610			-			181,962
Total assets	$	34,491		$	380,253		$	259,968		$	(316	)	$	674,396
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt	$	1,835		$	329		$	-		$	-		$	2,164
Accounts payable		3,774			15,733			18,770			-			38,277
Deferred revenue, including advance payments		-			6,946			13,326			-			20,272
Income taxes payable		(3,171	)		14,888			(4,105	)		-			7,612
Liabilities of discontinued operations		-			2,394			-			-			2,394
Accrued expenses and other current liabilities		11,406			28,167			23,521			-			63,094
Total current liabilities		13,844			68,457			51,512			-			133,813
Long-term liabilities		12,837			10,145			6,904			-			29,886
Investment in subsidiaries		(229,783	)		4,853			224,930			-			-
Intercompany receivable/payable		(204,844	)		176,079			28,765			-			-
Total liabilities		(407,946	)		259,534			312,111			-			163,699
Stockholder's equity:		442,437			120,719			(52,143	)		(316	)		510,697
Total liabilities and stockholder's equity	$	34,491		$	380,253		$	259,968		$	(316	)	$	674,396

F-45

Condensed Consolidating Statement of Cash Flows

For the Period from August 15, 2007 to June 30, 2008

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(105,425	)	$	(77,952	)	$	(5,989	)	$	83,941		$	(105,425	)
Loss from discontinued operations, net of tax		-			4,821			-			-			4,821
Income (loss) from continuing operations		(105,425	)		(73,131	)		(5,989	)		83,941			(100,604	)
Changes in operating assets and liabilities and non cash items, included in net income (loss)		95,482			88,036			15,223			(83,941	)		114,800
Net cash provided by (used in) continuing operations		(9,943	)		14,905			9,234			-			14,196
Net cash provided by (used in) discontinued operations		-			(5,286	)		-			-			(5,286	)
Net cash provided by (used in) operating activities		(9,943	)		9,619			9,234			-			8,910
Cash flows from investing activities:
Acquisition of predecessor entity, net of cash acquired		(1,128,915	)		(2,593	)		13,215			-			(1,118,293	)
Payment for purchase of businesses, net of cash acquired		(11,145	)		-			-			-			(11,145	)
Capital expenditures		(142	)		(9,386	)		(3,651	)		-			(13,179	)
Proceeds from the sale of property, plant and equipment		-			52			177			-			229
Purchase of marketable securities		(631,805	)		-			-			-			(631,805	)
Proceeds from sale of marketable securities		611,853			-			-			-			611,853
Net cash provided by (used in) investing activities of continuing operations		(1,160,154	)		(11,927	)		9,741			-			(1,162,340	)
Net cash provided by (used in) discontinued operations		-			(36	)		-			-			(36	)
Net cash provided by (used in) investing activities		(1,160,154	)		(11,963	)		9,741			-			(1,162,376	)
Cash flows from financing activities:
Proceeds from issuance of common stock		378,350			-			-			-			378,350
Borrowings under debt agreements		870,000			-			-			-			870,000
Debt repayments		(5,746	)		(35	)		(302	)		-			(6,083	)
Debt financing costs		(33,222	)		-			-			-			(33,222	)
Amounts paid for withholding taxes on stock option exercises		(14,142	)		-			-			-			(14,142	)
Witholding taxes collected for stock option exercises		14,142			-			-			-			14,142
Net cash provided by (used in) financing activities of continuing operations		1,209,382			(35	)		(302	)		-			1,209,045
Effect of exchange rate changes on cash and cash equivalents		-			-			(1,430	)		-			(1,430	)
Net increase in cash and cash equivalents		39,285			(2,379	)		17,243			-			54,149
Cash and cash equivalents at beginning of period		-			-			-			-			-
Cash and cash equivalents at end of period	$	39,285		$	(2,379	)	$	17,243		$	-		$	54,149

F-46

Condensed Consolidating Statement of Cash Flows

For the Period from July 1, 2007 to August 14, 2007

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(16,916	)	$	(15,179	)	$	(8,068	)	$	23,247		$	(16,916	)
Loss from discontinued operations, net of tax		-			2,508			-			-			2,508
Income (loss) from continuing operations		(16,916	)		(12,671	)		(8,068	)		23,247			(14,408	)
Changes in operating assets and liabilities and non cash items, included in net income (loss)		23,110			12,708			13,591			(23,247	)		26,162
Net cash provided by (used in) continuing operations		6,194			37			5,523			-			11,754
Net cash provided by (used in) discontinued operations		-			(461	)		-			-			(461	)
Net cash provided by (used in) operating activities		6,194			(424	)		5,523			-			11,293
Cash flows from investing activities:
Capital expenditures		(249	)		(587	)		(252	)		-			(1,088	)
Purchase of marketable securities		(53,828	)		-			-			-			(53,828	)
Proceeds from sale of marketable securities		63,328			-			-			-			63,328
Net cash provided by (used in) investing activities of continuing operations		9,251			(587	)		(252	)		-			8,412
Net cash provided by (used in) discontinued operations		-			(6	)		-			-			(6	)
Net cash provided by (used in) investing activities		9,251			(593	)		(252	)		-			8,406
Cash flows from financing activities:
Debt repayments		(26	)		(3	)		-			-			(29	)
Debt financing costs		(477	)		-			-			-			(477	)
Excess tax benefits from share based compensation arrangements		12,542			-			-			-			12,542
Proceeds from the exercise of stock options and warrants		583			-			-			-			583
Amounts paid for withholding taxes on stock option exercises		(56	)		-			-			-			(56	)
Withholding taxes collected for stock option exercises		56			-			-			-			56
Net cash provided by (used in) financing activities of continuing operations		12,622			(3	)		-			-			12,619
Effect of exchange rate changes on cash and cash equivalents		-			-			178			-			178
Net increase (decrease) in cash and cash equivalents		28,067			(1,020	)		5,449			-			32,496
Cash and cash equivalents at beginning of period		6,807			(1,573	)		7,766			-			13,000
Cash and cash equivalents at end of period	$	34,874		$	(2,593	)	$	13,215		$	-		$	45,496

F-47

Condensed Consolidating Statement of Cash Flows

For the Year Ended June 30, 2007

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	4,926		$	7,116		$	(5,528	)	$	(1,588	)	$	4,926
Loss from discontinued operations, net of tax		-			3,868			-			-			3,868
Income (loss) from continuing operations		4,926			10,984			(5,528	)		(1,588	)		8,794
Changes in operating assets and liabilities and non cash items, included in net income (loss)		2,779			726			8,592			1,588			13,685
Net cash provided by (used in) continuing operations		7,705			11,710			3,064			-			22,479
Net cash provided by (used in) discontinued operations		-			(1,677	)		-			-			(1,677	)
Net cash provided by (used in) operating activities		7,705			10,033			3,064			-			20,802
Cash flows from investing activities:
Payment for purchase of business, net of cash acquired		(10,663	)		-			-			-			(10,663	)
Contingent payment for purchase of business		(9,247	)		-			-			-			(9,247	)
Capital expenditures		(1,331	)		(12,766	)		(4,330	)		-			(18,427	)
Proceeds from the sale of property, plant and equipment		-			382			98			-			480
Purchase of marketable securities		(589,577	)		-			-			-			(589,577	)
Proceeds from sale of marketable securities		608,409			-			-			-			608,409
Net cash provided by (used in) investing activities of continuing operations		(2,409	)		(12,384	)		(4,232	)		-			(19,025	)
Net cash provided by (used in) discontinued operations		-			(88	)		-			-			(88	)
Net cash provided by (used in) investing activities		(2,409	)		(12,472	)		(4,232	)		-			(19,113	)
Cash flows from financing activities:
Purchase and retirement of treasury stock		(17,234	)		-			-			-			(17,234	)
Debt repayments		(315	)		(11	)		(285	)		-			(611	)
Excess tax benefits from share based compensation arrangements		2,870			-			-			-			2,870
Proceeds from the exercise of stock options and warrants		14,182			-			-			-			14,182
Amounts paid for withholding taxes on stock option exercises		(3,383	)		-			-			-			(3,383	)
Withholding taxes collected for stock options exercises		3,383			-			-			-			3,383
Net cash provided by (used in) financing activities of continuing operations		(497	)		(11	)		(285	)		-			(793	)
Effect of exchange rate changes on cash and cash equivalents		-			-			1,717			-			1,717
Net increase (decrease) in cash and cash equivalents		4,799			(2,450	)		264			-			2,613
Cash and cash equivalents at beginning of period		2,008			877			7,502			-			10,387
Cash and cash equivalents at end of period	$	6,807		$	(1,573	)	$	7,766		$	-		$	13,000

F-48

Condensed Consolidating Statement of Cash Flows

For the Year Ended June 30, 2006

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiary			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	26,959		$	14,669		$	(4,636	)	$	(10,033	)	$	26,959
Cumulative effect in accounting principle, net of tax		-			15			1,122			-			1,137
Loss from discontinued operations, net of tax		-			5,652			-			-			5,652
Income (loss) from continuing operations		26,959			20,336			(3,514	)		(10,033	)		33,748
Changes in operating assets and liabilities and non cash items, included in net income (loss)		(4,148	)		(6,878	)		8,536			10,033			7,543
Net cash provided by (used in) continuing operations		22,811			13,458			5,022			-			41,291
Net cash provided by (used in) discontinued operations		-			(4,594	)		-			-			(4,594	)
Net cash provided by (used in) operating activities		22,811			8,864			5,022			-			36,697
Cash flows from investing activities:
Capital expenditures		(334	)		(9,006	)		(6,025	)		-			(15,365	)
Proceeds from the sale of property, plant and equipment		-			11			105			-			116
Purchase of marketable securities		(348,545	)		-			-			-			(348,545	)
Proceeds from sale of marketable securities		320,213			-			-			-			320,213
Preacquisition tax refund received		-			-			1,232			-			1,232
Other, net		-			234			(311	)		-			(77	)
Net cash provided by (used in) investing activities of continuing operations		(28,666	)		(8,761	)		(4,999	)		-			(42,426	)
Net cash provided by (used in) discontinued operations		-			(127	)		-			-			(127	)
Net cash provided by (used in) investing activities		(28,666	)		(8,888	)		(4,999	)		-			(42,553	)
Cash flows from financing activities:
Purchase and retirement of treasury stock		(402	)		-			-			-			(402	)
Debt repayments		(325	)		(333	)		-			-			(658	)
Debt financing costs		(308	)		-			-			-			(308	)
Excess tax benefits from share based compensation arrangements		551			-			-			-			551
Proceeds from the exercise of stock options and warrants		4,565			-			-			-			4,565
Amounts paid for withholding taxes on stock option exercises		(1,062	)		-			-			-			(1,062	)
Withholding taxes collected for stock option exercises		1,062			-			-			-			1,062
Net cash provided by (used in) financing activities of continuing operations		4,081			(333	)		-			-			3,748
Effect of exchange rate changes on cash and cash equivalents		-			-			(479	)		-			(479	)
Net increase in cash and cash equivalents		(1,774	)		(357	)		(456	)		-			(2,587	)
Cash and cash equivalents at beginning of period		3,782			1,234			7,958			-			12,974
Cash and cash equivalents at end of period	$	2,008		$	877		$	7,502		$	-		$	10,387

F-49

Quarterly Financial Data (Unaudited)

(In thousands)

	Quarter												Year Ended
2008	First			Second			Third			Fourth			June30,
Net sales	$	140,236		$	160,757		$	157,304		$	184,915		$	643,212
Gross profit		52,615			54,633			69,236			90,914			267,398
Income (loss) from continuing operations		(63,944	)		(29,068	)		(15,437	)		(6,563	)		(115,012	)

	Quarter									Year Ended
2007	First		Second		Third		Fourth			June 30,
Net sales	$	135,330	$	143,047	$	149,854	$	164,915		$	593,146
Gross profit		64,030		68,783		71,401		79,963			284,177
Income (loss) from continuing operations		7,903		10,093		6,573		(15,775	)		8,794

Note:  We are not presenting per share data here as we currently only have one shareholder.

F-50

AEROFLEX INCORPORATED

AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Column A	Column B		Column C						Column D			Column E
			Additions
						Charged
	Balance at		Charged to			to other						Balance at
	beginning of		costs and			accounts -			Deductions -			end of
Description	period		expenses			describe			describe			period
PERIOD FROM AUGUST 15, 2007
THROUGH JUNE 30, 2008 (SUCCESSOR ENTITY)
Allowance for doubtful accounts	$	1,531	$	1,295		$	-		$	143	(B)	$	2,683
PERIOD FROM JULY 1, 2007
THROUGH AUGUST 14, 2007 (PREDECESSOR ENTITY)
Allowance for doubtful accounts	$	1,589	$	(33	)	$	-		$	25	(B)	$	1,531
YEAR ENDED JUNE 30, 2007:
Allowance for doubtful accounts	$	1,273	$	416		$	25	(A)	$	125	(B)	$	1,589
YEAR ENDED JUNE 30, 2006:
Allowance for doubtful accounts	$	1,118	$	292		$	-		$	137	(B)	$	1,273

Note:   (A) - - Acquired in purchase of businesses.

             (B) - Net write-offs of uncollectible amounts.

F-51

AEROFLEX INCORPORATED

AND SUBSIDIARIES

FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008

INDEX	PAGE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS	F-53
September 30, 2008 and June 30, 2008
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	F-54
Three Months Ended September 30, 2008
Periods from July 1, 2007 to August 14, 2007
and August 15, 2007 to September 30, 2007
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	F-55
Three Months Ended September 30, 2008
Periods from July 1, 2007 to August 14, 2007
and August 15, 2007 to September 30, 2007
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-56  –  F-81

F-52

Aeroflex Incorporated

and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands except share and per share data)

	September 30,			June 30,
	2008			2008
	Successor Entity			Successor Entity
Assets
Current assets:
Cash and cash equivalents	$	73,066		$	54,149
Accounts receivable, less allowance for doubtful
accounts of $2,829 and $2,683		110,297			147,983
Inventories		136,977			134,891
Deferred income taxes		26,460			27,039
Prepaid expenses and other current assets		12,445			12,184
Total current assets		359,245			376,246
Property, plant and equipment, net		101,349			104,649
Non-current marketable securities		18,755			19,960
Deferred financing costs, net		29,435			30,185
Other assets		15,141			18,560
Intangible assets with definite lives, net		321,760			344,866
Intangible assets with indefinite lives		120,051			123,378
Goodwill		456,193			461,155
Total assets	$	1,421,929		$	1,478,999
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	5,570		$	5,574
Accounts payable		31,882			39,382
Advance payments by customers and deferred revenue		18,997			27,144
Income taxes payable		2,097			1,936
Accrued payroll expenses		25,754			24,525
Accrued expenses and other current liabilities		58,767			56,830
Total current liabilities		143,067			155,391
Long-term debt		875,813			873,237
Deferred income taxes		143,491			159,457
Defined benefit plan obligations		6,156			6,263
Other long-term liabilities		7,470			8,003
Total liabilities		1,175,997			1,202,351
Stockholder's equity:
Common stock, par value $.10 per share; authorized 1,000
shares; issued and outstanding 1,000 shares		-			-
Additional paid-in capital		382,214			381,666
Accumulated other comprehensive income (loss)		(23,960	)		407
Accumulated deficit		(112,322	)		(105,425	)
Total stockholder's equity		245,932			276,648
Total liabilities and stockholder's equity	$	1,421,929		$	1,478,999

F-53

Aeroflex Incorporated and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands)

	Three Months Ended			August 15, 2007			July 1, 2007
	September 30, 2008			to September 30, 2007			to August 14, 2007
	Successor Entity			Successor Entity			Predecessor Entity
Net sales	$	140,845		$	102,015		$	38,221
Cost of sales		73,486			64,760			22,861
Gross profit		67,359			37,255			15,360
Selling, general and administrative costs		31,484			18,984			19,031
Research and development costs		17,029			10,480			12,178
Amortization of acquired intangibles		17,968			10,470			1,692
Acquired in-process research and development costs		-			24,340			-
Company sale transaction expenses		-			30,295			3,717
		66,481			94,569			36,618
Operating income (loss)		878			(57,314	)		(21,258	)
Other income (expense)
Interest expense		(21,215	)		(11,136	)		(275	)
Other income (expense), net		3,086			(255	)		294
Total other income (expense)		(18,129	)		(11,391	)		19
Income (loss) from continuing operations before income taxes		(17,251	)		(68,705	)		(21,239	)
Provision (benefit) for income taxes		(10,354	)		(19,169	)		(6,831	)
Income (loss) from continuing operations		(6,897	)		(49,536	)		(14,408	)
Income (loss) from discontinued operations, net of
tax provision (benefit)		-			(962	)		(2,508	)
Net income (loss)	$	(6,897	)	$	(50,498	)	$	(16,916	)

F-54

Aeroflex Incorporated

and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

	Three Months Ended			August 15, 2007			July 1, 2007
	September 30,			to September 30,			to August 14,
	2008			2007			2007
	Successor Entity			Successor Entity			Predecessor Entity
Cash flows from operating activities:
Net income (loss)	$	(6,897	)	$	(50,498	)	$	(16,916	)
Loss from discontinued operations, net of tax		-			962			2,508
Income (loss) from continuing operations		(6,897	)		(49,536	)		(14,408	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		23,497			13,302			3,662
Acquired in-process research and development costs		-			24,340			-
Acquisition related adjustment to cost of sales		-			12,400			-
Acquisition related adjustment to sales		97			676			-
Deferred income taxes		(12,444	)		11,142			5,284
Non - cash share based compensation		489			1,657			214
Amortization of deferred financing costs		1,189			267			217
Paid in kind interest		3,888			-			-
Excess tax benefits from share based compensation arrangements		-			-			(12,542	)
Other, net		508			72			(24	)
Change in operating assets and liabilities,
net of effects from purchases of businesses:
Decrease (increase) in accounts receivable		32,411			(36,848	)		47,889
Decrease (increase) in inventories		(7,024	)		7,579			(12,885	)
Decrease (increase) in prepaid expenses
and other assets		(9	)		31,319			(26,899	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(7,195	)		(45,433	)		21,246
Net cash provided by (used in) continuing operations		28,510			(29,063	)		11,754
Net cash provided by (used in) discontinued operations		-			(1,325	)		(461	)
Net cash provided by (used in) operating activities		28,510			(30,388	)		11,293
Cash flows from investing activities:
Acquisition of Predecessor Entity, net of cash acquired		-			(1,118,293	)		-
Capital expenditures		(3,343	)		(1,422	)		(1,088	)
Purchase of marketable securities		-			(317,104	)		(53,828	)
Proceeds from sale of marketable securities		-			267,426			63,328
Other		2			15			-
Net cash provided by (used in) investing activities by continuing operations		(3,341	)		(1,169,378	)		8,412
Net cash provided by (used in) discontinued operations		-			(2	)		(6	)
Net cash provided by (used in) investing activities		(3,341	)		(1,169,380	)		8,406
Cash flows from financing activities:
Proceeds from issuance of common stock		-			378,350			-
Borrowings under debt agreements		-			870,000			-
Debt repayments		(1,317	)		(1,814	)		(29	)
Debt financing costs		(439	)		(27,145	)		(477	)
Excess tax benefits from share based compensation arrangements		-			-			12,542
Proceeds from the exercise of stock options and warrants		-			-			583
Amounts paid for withholding taxes on stock option exercises		-			(14,142	)		(56	)
Withholding taxes collected for stock option exercises		-			14,142			56
Net cash provided by (used in) financing activities		(1,756	)		1,219,391			12,619
Effect of exchange rate changes on cash and cash equivalents		(4,496	)		(564	)		178
Net increase in cash and cash equivalents		18,917			19,059			32,496
Cash and cash equivalents at beginning of period		54,149			-			13,000
Cash and cash equivalents at end of period	$	73,066		$	19,059		$	45,496

F-55

AEROFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.           Basis of Presentation

The condensed consolidated financial statements of Aeroflex Incorporated and Subsidiaries (the “Company”,”we”, or “our’’) presented herein are unaudited.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly our financial position, results of operations and cash flows as of and for all periods presented have been made.  Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted.  These condensed consolidated financial statements should be read in conjunction with the Company’s June 30, 2008 audited financial statements and notes thereto.

Results of operations for the three months ended September 30, 2008 are not necessarily indicative of results of operations for future interim periods or for the full fiscal year ending June 30, 2009.

The Company and its Sale

We design, engineer and manufacture microelectronics and test solution and measurement equipment that are sold primarily to the broadband communications, aerospace and defense markets. Our fiscal year ends on June 30.

On August 15, 2007, the Company was sold to affiliates of or funds managed by The Veritas Capital Fund Ill, L.P. (“Veritas”), Golden Gate Private Equity, Inc. (“Golden Gate”) and GS Direct, L.L.C. (“GS Direct”) and certain members of management (“the Merger”) (see Note 3).

Presentation and Use of Estimates

Our financial statements are prepared in conformity with U.S. GAAP. We consolidate our subsidiaries, all of which, except for Test Evolution Corporation (see Note 4) are wholly owned. All significant intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements presented as of September 30, 2008 and June 30, 2008 and the three months ended September 30, 2008 and the period from August 15, 2007 to September 30, 2007 represent the Company subsequent to its acquisition (the “Successor” or “Successor Entity”), whereas the consolidated financial statements for the period from July 1, 2007 to August 14, 2007 represent the Company prior to the Merger (the “Predecessor” or “Predecessor Entity”). The purchase method of accounting was applied effective August 15, 2007 in connection with the Merger. Therefore, our consolidated financial statements for periods before August 15, 2007 are presented on a different basis than those for the periods after August 14, 2007 and, as such, are not comparable.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires that management of the Company make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the more significant estimates included in our consolidated financial statements are revenue and cost recognition under long-term contracts; the valuation of accounts receivable, inventories, investments and deferred tax assets; the depreciable lives of fixed assets and useful lives of amortizable intangible assets; the valuation of

assets acquired and liabilities assumed in business combinations; the recoverability of long-lived amortizable intangible assets and goodwill, as well as net assets of discontinued operations; share-based compensation; restructuring charges; asset retirement obligations and certain accrued expenses and contingencies.

F-56

We are subject to uncertainties such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant them. Such changes and refinements in estimation methodologies are reflected in reported results of operations. If material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements.

Cash and Cash Equivalents

All highly liquid investments having maturities of three months or less at the date of acquisition are considered to be cash equivalents.

Marketable Securities

Marketable securities are classified as available-for-sale and are recorded at fair value with unrealized gains and losses, net of taxes, reported as a separate component of stockholder’s equity. Realized gains and losses and declines in market value judged to be other than temporary, of which there were none, are included in other income. Interest income is also included in other income.

At September 30, 2008, our marketable securities consisted primarily of $19.9 million of auction rate securities at par value. Auction rate securities represent long-term (generally maturities of ten years to thirty-five years from the date of issuance) variable rate bonds tied to short-term interest rates that are reset through an auction process, which occurs every seven to thirty-five days, and are classified as available for sale securities. All but one (with the one security having a carrying value of $1.9 million and a AA rating) of our auction rate securities retain a triple-A rating by at least one nationally recognized statistical rating organization. In addition, certain of our auction rate securities are backed by student loans whose principal and interest are federally guaranteed by the Family Federal Education Loan Program. To date, we have collected all interest payments on all our auction rate securities when due, and since early February 2008 (when auctions began to fail) have redeemed $26.5 million of auction rate securities at par.

At September 30, 2008, we concluded that the fair value of our auction rate securities was $18.7 million.  Since many auctions are failing and given that there is currently no active secondary market for our investment in auction rate securities, the determination of fair value was based on the following factors:

· continuing illiquidity;

· lack of action by the issuers to establish different forms of financing to replace or redeem these securities; and

· the credit quality of the underlying securities.

If fair values were to continue to be below cost for a prolonged period of time, we would consider various factors in determining whether to recognize an other than temporary impairment charge, including the length of time and the extent to which the fair value has been below the cost basis, the current financial condition of the issuer and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Auction rate securities are classified as non-current assets in the accompanying September 30, 2008 and June 30, 2008 consolidated balance sheets.

Inventories

Inventories, including amounts related to long-term contracts accounted for under percentage-of-completion accounting, are stated at the lower of cost (first-in, first-out) or market.

Financial Instruments and Derivatives

Foreign currency contracts are used to protect us from fluctuations in exchange rates. We enter into foreign currency contracts, which are not designated as hedges. Thus the change in fair value is included in income as it occurs, within other income (expense). As of September 30, 2008, we had $2.4 million of notional value foreign currency forward contracts maturing through December 2008. Notional amounts do not quantify risk or represent assets or liabilities of the Company, but are used in the calculation of cash settlements under the contracts. The fair value of these contracts at September 30, 2008 and June 30, 2008 was insignificant.

F-57

Our interest rate swap derivatives are designated as cash flow hedges. As such, they are recorded on the balance sheet as assets or liabilities at their fair value, with changes in the fair value of such derivatives, net of taxes, recorded as a component of other comprehensive income. The fair value of the interest rate swap derivatives as of September 30, 2008 was a liability of $665,000 ($419,000, net of taxes) and as of June 30, 2008 was an asset of $2.2 million ($1.4 million, net of taxes).

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, and collectibility of the resulting receivable is reasonably assured.

For arrangements other than certain long-term contracts, revenue (including shipping and handling fees) is recognized when products are shipped and title has passed to the customer. If title does not pass until the product reaches the customer’s delivery site, recognition of the revenue is deferred until that time. Certain of our sales are to distributors which have a right to return some portion of product within up to eighteen months of sale. We recognize revenue on these sales at the time of shipment to the distributor as the returns under these arrangements have been insignificant and can be reasonably estimated. A provision for such estimated returns is recorded at the time sales are recognized.

Long-term contracts are accounted for in accordance with SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.”  We determine estimated contract profit rates and use the percentage-of-completion method to recognize revenues and associated costs as work progresses on certain long-term contracts. We measure the extent of progress toward completion generally based upon one of the following methods (based upon an assessment of which method most closely aligns to the underlying earnings process), (i) the units-of-delivery method, (ii) the cost-to-cost method, using the ratio of contract costs incurred as a percentage of total estimated costs at contract completion (based upon engineering and production estimates), or (iii) the achievement of contractual milestones. Provisions for anticipated losses or revisions in estimated profits on contracts-in-process are recorded in the period in which such anticipated losses or revisions become evident.

Revenue from sales of products where software is other than incidental to their performance, including related software support and maintenance contracts is recognized in accordance with SOP 97-2, “Software Revenue Recognition.” Accordingly, revenue for software is recognized when the software is delivered, if all of the above criteria for revenue recognition are met.

When a customer purchases software together with post contract support, we allocate a portion of the fee to the post contract support for its fair value based on the contractual renewal rate or the amount the support is sold for on a standalone basis. Post contract support fees are deferred in Advance Payments by Customers and Deferred Revenue, and recognized as revenue ratably over the term of the related contract.

Acquisition Accounting

We use the purchase method to account for business combinations, whereby the total cost of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies, which contain estimates and assumptions.

Long-Lived Assets

We test goodwill annually for impairment and whenever events or circumstances indicate impairment might have occurred. We evaluate the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, which is used to identify potential impairments, the overall fair value for the reporting unit is compared to its carrying amount including goodwill. If the fair value of a reporting unit is less than the carrying amount, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying amount of the goodwill. The implied fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the fair value of its net identifiable assets. If the implied fair value of the goodwill is less than its carrying amount, the difference is recognized as an impairment.

F-58

Our amortizable intangible assets, which are comprised primarily of developed technology and customer related intangibles, are subject to amortization over periods ranging up to 11 years, on a straight-line basis. Property, plant and equipment are stated at cost. Depreciation of plant and equipment is provided over the estimated useful lives of the respective assets, principally on a straight-line basis. Leasehold improvements are amortized over the life of the lease, including anticipated renewals, or the estimated life of the asset, whichever is shorter.

We periodically review our depreciable and amortizable long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.

Research and Development Costs

We charge all research and development costs to expense as incurred, except those of our software products for which costs incurred between the date of product technological feasibility and the date that the software is available for general release are capitalized. We use a working model of the software or a detailed program design to assess technological feasibility. We capitalized software development costs of $209,000, $0 and $0 for the three months ended September 30, 2008 and the periods from August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007, respectively. Capitalized software development costs are amortized to cost of sales based on the higher of a) the percentage of revenue for units delivered to total anticipated revenue for the related product or b) on a straight-line basis.  Capitalized software development costs of $727,000 and $1.2 million were included in Other Assets at September 30, 2008 and June 30, 2008, respectively.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Foreign Currency Translations

The financial statements of our foreign subsidiaries are measured in their local currency and then translated into U.S. dollars using the current rate method. Under the current rate method, assets and liabilities are translated using the exchange rate at the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing throughout the year.

Gains and losses resulting from the translation of financial statements of foreign subsidiaries are accumulated in other comprehensive income (loss) and presented as part of stockholder’s equity. Realized and unrealized foreign currency exchange gains (losses) from the settlement of foreign currency transactions are reflected in other income (expense) and amounted to $2.3 million, $(372,000) and $193,000 for the three months ended September 30, 2008 and the periods from August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007, respectively.

Comprehensive Income

Comprehensive income consists of net income (loss) and equity adjustments relating to foreign currency translation, changes in fair value of certain derivatives and non-current marketable securities and adjustments to the minimum pension liability.

Earnings (Loss) Per Share

We have not presented earnings (loss) per share data because all 1,000 shares of common stock outstanding at June 30, 2008 and September 30, 2008 are held by one shareholder.

F-59

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 157, “Fair Value Measurements,” to clarify the definition of fair value, establish a framework for measuring fair value and expand the disclosures on fair value measurements.  SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  SFAS 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13.”  This FSP amends SFAS 157 to exclude certain leasing transactions accounted for under previously existing accounting guidance.  However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination, regardless of whether those assets and liabilities are related to leases.

In February 2008, the FASB issued FSP No. FAS 157-2, “Effective Date for FASB Statement No. 157.”  This FSP permits the delayed application of SFAS 157 for nonfinancial assets and nonfinancial liabilities, as defined in this FSP, except for those that are recognized or disclosed at fair value in the financial statements at least annually, until the beginning of our fiscal 2010.  As of July 1, 2008, we adopted SFAS 157 (see Note 8), with the exception of its application to nonfinancial assets and nonfinancial liabilities, which we will defer in accordance with FSP No. FAS 157-2.  We are currently evaluating the impact on our consolidated financial statements of adopting SFAS 157 at the beginning of fiscal 2010 for such nonfinancial assets and nonfinancial liabilities.

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active.  The FSP is effective upon issuance, including prior periods for which financial statements have not been issued.  Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate following the guidance in SFAS 154, “Accounting Changes and Error Corrections.”  However, the disclosure provisions in SFAS 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation technique or its application.  We adopted SFAS 157 beginning in our fiscal 2009 first quarter.  We used these key considerations in evaluating the fair value measurements of our financial assets (see Note 8) and recorded a $1.2 million valuation allowance against the value of our auction rate securities. 

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” to permit all entities to choose to elect, at specified election dates, to measure eligible financial instruments at fair value.  An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date, and recognize upfront costs and fees related to those items in earnings as incurred and not deferred.  SFAS 159 became effective for us as of July 1, 2008.  As we did not elect the fair value option for our financial instruments (other than those already measured at fair value in accordance with SFAS No. 157), the adoption of this standard did not have an impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2007, the FASB issued SFAS 141(R), “Business Combinations.” SFAS 141(R) replaces SFAS 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for us for acquisitions consummated on or after July 1, 2009.

F-60

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51.” SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact, if any, the provisions of SFAS 160 will have on our consolidated financial statements.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.”  SFAS 161 requires companies to provide qualitative disclosures about their objectives and strategies for using derivative instruments, quantitative disclosures of the fair values and gains and losses of these derivative instruments in a tabular format, as well as more information about liquidity by requiring disclosure of a derivative contract’s credit-risk-related contingent features.  SFAS 161 also requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. We are currently evaluating the disclosure requirements of SFAS 161. As this is a disclosure-only standard, there will be no impact on our consolidated financial statements as a result of its adoption. SFAS 161 becomes effective for our March 2009 interim consolidated financial statements.

In April 2008, the FASB issued FSPFAS No. 142-3, “Determination of the Useful Life of Intangible Assets.”  This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets.” This FSP also adds certain disclosures to those already prescribed in SFAS 142.  FSP 142-3 becomes effective for the annual and interim periods within the year, beginning in our fiscal 2010. The guidance for determining useful lives must be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements must be applied prospectively to all intangible assets recognized as of the effective date.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.”  This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.  This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years.  Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP.  Early application of this FSP is prohibited.  We have not issued any share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents.

2.     Discontinued Operations

As a result of continued operating losses, in June 2007 our then board of directors approved a formal plan to divest our radar business (“Radar”) and to seek a strategic buyer. This business had previously been included in the Test Solutions segment.  As a result of this decision, the operating results of Radar, net of taxes, had been classified in the consolidated statements of operations as discontinued operations for all periods presented. We recorded a loss on disposal of $3.7 million ($2.4 million, net of tax) in the predecessor period July 1, 2007 to August 14, 2007, to reflect the net assets of Radar at their net realizable value based on the May 15, 2008 sale of the business for $750,000. The sale agreement provided for additional contingent consideration, which is not included in the calculation of the loss on disposal as realization is not probable.

Net sales and income (loss) from discontinued operations (including impairment charges), which were solely related to Radar, were as follows:

F-61

	Three Months Ended		August 15, 2007 to			July 1, 2007 to
	September 30, 2008		September 30, 2007			August 14, 2007
	Successor		Successor			Predecessor
	(In thousands)
Net sales	$	-	$	207		$	120
Income (loss) from discontinued operations before income taxes	$	-	$	(1,182	)	$	(3,861	)
Income tax (benefit)		-		(220	)		(1,353	)
Income (loss) from discontinued operations	$	-	$	(962	)	$	(2,508	)

In March 2005, we sold the net assets of our shock and vibration control device manufacturing business (“VMC”).  Under the terms of the sale agreements, we retained certain liabilities relating to adverse environmental conditions that existed at the premises occupied by VMC as of the date of sale.  We recorded a liability for the estimated remediation costs related to adverse environmental conditions that existed at the VMC premises when it was sold.  The accrued environmental liability at September 30, 2008 is $1.2 million, of which $322,000 is expected to be paid within one year.

3.         Company Sale Transaction

The Merger on August 15, 2007 was funded by a $378.4 million equity investment by Veritas, Golden Gate, GS Direct and certain members of our management and the majority of the proceeds from term loans aggregating $525 million and two exchangeable unsecured credit facilities totaling $345 million.  An advisory agreement with the non-management equity investors or their designated affiliates requires us to pay advisory services fees of $2.3 million for fiscal 2009.  Refer to Note 3 to our June 30, 2008 annual financial statements for complete details of our Merger and a terminated merger.

In connection with the Merger and Terminated Merger, for the periods from August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007, we incurred company sale transaction and related expenses that we expensed as incurred of $30.3 million and $3.7 million, respectively, consisting primarily of merger-related severance and other change of control related payments, a merger termination fee and the related lawsuit settlement charge and legal and other professional fees (“Company Sale Transaction expenses”).

The Merger constituted a change in control of the Company. In accordance with GAAP, we recorded its assets and liabilities at fair value as of the date of the Merger, whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.  Independent third-party appraisers were engaged to assist management and perform valuations of certain of the tangible and intangible assets acquired. We allocated the purchase price based on the appraisals associated with the valuation of certain acquired assets and assumed liabilities.

We allocated the purchase price, including the acquisition costs of approximately $22.9 million, based on the estimated fair value of the assets acquired and liabilities assumed as follows:

F-62

	In thousands
Current assets (excluding cash of $45.5 million)	$	335,252
Property, plant and equipment		111,804
Other assets		16,537
Developed technology		195,500
Customer related intangible assets		211,582
Other acquired intangible assets		6,290
Intangible assets with indefinite lives (tradenames)		122,870
Goodwill		452,756
In-process research and development		24,340
Total assets acquired		1,476,931
Current liabilities		(137,751	)
Long-term liabilities		(220,887	)
Total liabilities assumed		(358,638	)
Net assets acquired	$	1,118,293

At the acquisition date, the acquired in-process research and development (IPR&D) was not considered to have reached technological feasibility and had no alternative future uses. Therefore, the fair value of the IPR&D of $24.3 million was expensed at the time of the acquisition in operating costs. The allocation to in-process research and development represents the estimated fair value of such incomplete research and development, at the acquisition date, based on future cash flows.  As of the acquisition date, cash flows from these projects were expected to commence in fiscal year 2009. In determining the fair values of IPR&D, risk adjusted discount rates that ranged from 17% to 25% were applied to the projects’ cash flows, which have taken into account the respective projects’ completion percentage.

The unaudited pro forma results of operations presented below for the period from July 1, 2007 to August 14, 2007 are presented as though the Merger had occurred on July 1, 2006, after giving effect to purchase accounting adjustments relating to depreciation and amortization of the revalued assets, interest expense associated with the new credit facilities and other acquisition-related adjustments in connection with the Merger. The pro forma results of operations are not necessarily indicative of the combined results that would have occurred had the Merger been consummated at July 1, 2006, nor are they necessarily indicative of future operating results.

	Period from
	July 1, 2007 to
	August 14, 2007
	Predecessor
	(In thousands)
Net sales	$	38,178
Net income (loss)	$	(27,554	)

4.         Acquisition of Businesses and Intangible Assets

Test Evolution Corporation

On October 1, 2007, we purchased 40% of the outstanding stock of Test Evolution Corporation (“TEC”) for $4.0 million ($2.0 million at closing and $2.0 million paid in October 2008). TEC, located in Massachusetts, develops and manufactures digital, analog and RF semiconductor automated test equipment. We have determined that we have control of this company and have consolidated TEC’s assets and liabilities and results of operations, all of which were insignificant, into our financial statements commencing October 1, 2007. The non-controlling interest of 60% in each of the equity and operations of TEC are not material to our consolidated financial statements and have been included in other long-term liabilities and other income (expense), respectively.  TEC is included in our Test Solutions segment.

F-63

Gaisler Research AB

On June 30, 2008, we acquired the stock of Gaisler Research AB (“Gaisler”) for $12.7 million cash (net of $2.7 million cash acquired), plus up to another $15 million over the next three years provided specified EBITDA targets are achieved.  Located in Sweden, Gaisler provides integrated circuit software products and services to European space system suppliers, plus other U.S., Japanese and Russian space agencies. Gaisler is included in our Microelectronic Solutions segment.

We preliminarily allocated the purchase price, including acquisition costs of approximately $379,000, based on the estimated fair value of the assets acquired and liabilities assumed as follows:

	In thousands
Current assets (excluding cash of $2.7 million)	$	987
Property, plant and equipment		62
Developed technology		2,920
Customer related intangibles		1,650
Tradenames		508
Goodwill		8,424
In-process research and development		635
Total assets acquired		15,186
Current liabilities		(1,096	)
Deferred taxes		(1,423	)
Total liabilities assumed		(2,519	)
Net assets acquired	$	12,667

As of September 30, 2008, we were in the process of completing our assessment of the fair value of certain assets and liabilities as of the date of acquisition which is expected to be finalized upon the receipt and completion of additional information and analysis during fiscal 2009.

The customer related intangibles and developed technology are being amortized on a straight-line basis over a range of 1 to 7 years.

On a pro forma basis, had the Gaisler acquisition taken place as of the beginning of fiscal 2008, our results of operations would not have been materially affected.

Intangible Assets with Definite Lives

The components of amortizable intangible assets are as follows:

	September 30, 2008				June 30, 2008
	(In thousands)
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Developed technology	$	194,561	$	37,419	$	198,420	$	29,631
Customer related intangibles		210,881		51,251		213,232		42,433
Non-compete arrangements		6,290		1,302		6,290		1,012
Total	$	411,732	$	89,972	$	417,942	$	73,076

F-64

The aggregate amortization expense for amortizable intangible assets was $18.0 million, $10.5 million and $1.7 million for the three months ended September 30, 2008 and the periods August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007, respectively.

The estimated aggregate amortization expense for each of the twelve-month periods ending September 30, is as follows:

	(In thousands)
2009	$	59,282
2010		58,255
2011		57,964
2012		56,824
2013		47,910

Goodwill

The carrying amount of goodwill is as follows:

	AMS			ATS			Total
	(In thousands)
Balance at June 30, 2007 (predecessor entity)	$	51,321		$	130,641		$	181,962
Goodwill adjustment recorded in purchase accounting from allocation of purchase price (1)		243,456			27,373			270,829
Balance at August 15, 2007 (successor entity)		294,777			158,014			452,791
Acquisition of Test Evolution Corporation		-			1,868			1,868
Acquisition of Gaisler		8,261			-			8,261
Impact of foreign currency translation		(268	)		(1,497	)		(1,765	)
Balance at June 30, 2008 (successor entity)		302,770			158,385			461,155
Final adjustment to goodwill recorded in purchase accounting		494			(529	)		(35	)
Adjustment to goodwill for acquisition of Gaisler		163			-			163
Impact of foreign currency translation		(1,175	)		(3,915	)		(5,090	)
Balance at September 30, 2008 (successor entity)	$	302,252		$	153,941		$	456,193

 (1)  The predecessor entity goodwill has been written off in purchase accounting for the Merger.

5.      Restructuring Charges

In fiscal 2008, we initiated actions to restructure our United Kingdom business units by further consolidating our manufacturing, research and development and selling, general and administrative activities. In addition, we initiated a restructuring in our Whippany, New Jersey, component manufacturing facility to address a slowdown in sales of its integrated products line.  These actions resulted in the termination of approximately 120 employees, which resulted in restructuring costs, principally severance, for the periods from August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007 of $31,000 (all in selling, general and administrative costs) and $3.8 million ($1.6 million in selling, general and administrative costs and $2.2 million in research and development costs), respectively. Substantially all of the workforce reduction costs were paid prior to June 30, 2008.  Other restructuring charges include $2.6 million of accrued contractual commitments under operating leases for two facilities in the U.K. that we exited in May 2008, which will be paid through December 2010. In addition, approximately $485,000 of fixed asset impairment charges were recorded in selling, general and administrative costs in the fourth quarter of 2008 for the write-off of leasehold improvements in the abandoned facilities.

F-65

In the first quarter of fiscal 2009, we incurred $402,000 of severance costs for an additional eleven employees terminated in our U.K. business unit ($306,000 in cost of sales, $32,000 in S,G&A and $64,000 in research and development).

The following table sets forth the charges and payments related to the restructuring liability for the periods indicated:

	Balance										Balance
	June 30,										September 30,
	2008		Three Months Ended September 30, 2008								2008
								Effect of
	Restructuring							foreign			Restructuring
	Liability		Net Additions		Cash Payments			currency			Liability
	(In thousands)
Work force reduction	$	12	$	402	$	(414	)	$	-		$	-
Other		3,242		-		(334	)		(315	)		2,593
Total	$	3,254	$	402	$	(748	)	$	(315	)	$	2,593

6.         Inventories

Inventories consist of the following:

	September 30,		June 30,
	2008		2008
	(In thousands)
Raw materials	$	60,632	$	64,533
Work in process		52,182		41,056
Finished goods		24,163		29,302
	$	136,977	$	134,891

7.           Product Warranty

We warrant our products against defects in design, materials and workmanship, generally for one year from their date of shipment. A provision for estimated future costs relating to these warranties is recorded when the related revenue is recognized and is included in cost of sales. Quarterly we analyze our warranty liability for reasonableness based on a 15-month history of warranty costs incurred, the nature of the products shipped subject to warranty and anticipated warranty trends.

F-66

Activity related to our product warranty liability was as follows:

	Three Months Ended			August 15, 2007 to			July 1, 2007 to
	September 30, 2008			September 30, 2007			August 14, 2007
	Successor			Successor			Predecessor
	(In thousands)
Balance at beginning of period	$	2,944		$	3,002		$	2,929
Provision for warranty obligations		618			629			469
Cost of warranty obligations		(654	)		(576	)		(394	)
Foreign currency impact		(100	)		12			(2	)
Balance at end of period	$	2,808		$	3,067		$	3,002

8.     Fair Value Measurements

We adopted the provisions of SFAS 157 for financial assets and liabilities as of July 1, 2008.  In connection with the adoption of SFAS 157, we recorded a $1.2 million valuation allowance against the value of our auction rate securities.  SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date.  SFAS 157 also establishes a fair value hierarchy which requires the entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

SFAS 157 describes three levels of inputs that may be used to measure fair value:

Level 1:	Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.
Level 2:	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3:	Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.  The inputs are unobservable in the market and significant to the instruments valuation.

The following table presents for each hierarchy level, financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2008:

	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
	(In thousands)
Assets:
Non-current marketable securities	$	-	$	-	$	18,755	$	18,755
Liabilities:
Foreign currency forward contracts	$	-	$	152	$	-	$	152
Interest rate swap contracts		-		665		-		665
Total Liabilities	$	-	$	817	$	-	$	817

F-67

The change in the fair value of Level 3 financial assets impacted net income (loss) and Other Comprehensive Income by $0 and $755,000, net of tax, respectively, for the three months ended September 30, 2008.

Foreign Currency Forward Contracts – The fair value of our foreign currency forward contracts were valued using a pricing model with all significant inputs based on observable market data such as measurement date spot and forward rates.

Non-Current Marketable Securities – Non-current marketable securities consist of auction rate securities that currently have no active market from which we could obtain pricing.  Since we adopted SFAS 157 on July 1, 2008, auction rate securities have been classified as Level 3 as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market due to the lack of trading in the securities.  Since February 2008, when auctions for these securities began to fail, we have redeemed $26.5million of Auction Rate Securities at par. To date, we have collected all interest payments on all our Auction Rate Securities when due. Furthermore, we have the intent and are able to hold these securities until the credit markets recover, or until maturity, if necessary.   However, based on a discounted cash flow analysis, which considered, among other items, the collateral underlying the securities, the credit worthiness of the issuer, the timing of future cash flows and liquidity risks, we have recorded a $1.2 million valuation allowance against the auction rate securities.

Interest Rate Swap Contracts – The fair value of our outstanding interest rate swap contracts were based on valuations received from the counterparties and corroborated by measurement date equivalent swap rates.

9.           Long Term Debt and Credit Agreements

On August 7, 2008, the 11.75% exchangeable senior unsecured loan in the amount of $225 million with an ultimate maturity on February 15, 2015 was refinanced with an unsecured senior note with the same interest rate and maturity date.  We may prepay the senior notes commencing August 15, 2011 at 105.875% of the principal amount prepaid, which decreases to 102.938% on August 15, 2012 and to 100% on or after August 15, 2013.  In addition, we may redeem up to 35% of the original aggregate principal balance of the senior notes, at any time prior to August 15, 2010, with the net proceeds of certain equity offerings at 111.75% of the principal amount redeemed.  We have entered into an agreement to file an exchange offer registration statement with the SEC by February 3, 2009 to publicly register debt securities with similar terms to the senior notes and to use commercially reasonable efforts to have such registration statement declared effective on or prior to May 4, 2009.  If we fail to timely file the registration statement or it is not timely declared effective, then we will pay special interest on the senior notes equal to 0.25% on the outstanding principal amount of the notes with respect to the first ninety days following the registration default event, which will increase by an additional 0.25% with respect to each subsequent ninety day period until all registration defaults have been cured, up to a maximum of 1%.

As of September 30, 2008, we are in compliance with all of the covenants contained in our loan agreements.

In connection with our credit facilities, we capitalized deferred financing costs of $439,000, $27.1 million and $477,000 for the three months ended September 30, 2008 and the periods August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007, respectively, primarily consisting of facility, legal and advisory fees.  We are amortizing these costs over the terms of the related facilities.  For the three months ended September 30, 2008, the periods August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007, we amortized $1.2 million, $267,000 and $217,000, respectively, to interest expense.

Interest paid was $11.9 million for the three months ended September 30, 2008, $44,000 for the period August 15, 2007 to September 30, 2007, and $57,000 for the period July 1, 2007 to August 14, 2007.

           10.     Stockholder’s Equity

Share Based Compensation

Stock Options

F-68

All of our stock option plans were terminated on August 15, 2007. The Merger agreement provided that all stock options were cancelled and converted into the right to receive a cash payment equal to the number of shares of our common stock underlying the options multiplied by that amount, if any, by which $14.50 exceeded the exercise price, without interest and less any withholding taxes.  On August 15, 2007 we paid $43.9 million to option holders to cancel all options outstanding in connection with the Merger.

Member Interests

On August 15, 2007 certain members of our management were granted Class B member interests in a limited liability company (parent LLC) that is the ultimate parent of the Company, and which owns all of the common stock of the Parent. The parent LLC is a holding company with no operations or employees of its own. The parent LLC has two classes of membership interests. Our non-management equity investors or their affiliates and Company employees that made equity investments to partially fund the Merger and Class B members consist of Company employees. Pursuant to the terms of the limited liability company operating agreement governing the parent LLC, the holders of Class B member interests are entitled to receive a percentage of all distributions, if any, made by the parent LLC after (x) the holders of the Class A members in the parent LLC have received a return of their invested capital, plus a 12% per annum internal rate of return (compounded annually) on their invested capital and (y) certain members of our management that received Class A interests for their capital contributions have received a special distribution in the aggregate amount of $3.2 million, together with a 12% per annum internal rate of return (compounded annually). The Class B member interests are non-transferable and vest ratably over five years, with any unvested interests reverting to the holders of Class A interests in the event they are forfeited or repurchased.

Compensation expense attributable to share based compensation was $489,000 ($308,000 after tax) for the three months ended September 30, 2008, $1.7 million ($1.0 million after tax) for the period August 15, 2007 to September 30, 2007 and $214,000 ($135,000 after tax) for the period July 1, 2007 to August 14, 2007.

A summary of the changes to outstanding stock options from July 1, 2007 to August 15, 2007 is presented below:

	Shares			Price
	(In thousands)
Outstanding at June 30, 2007		13,003		$	12.37
Granted		-			-
Forfeited		(27	)		19.30
Expired		-			-
Exercised		(51	)		11.39
Cancelled		(3,825	)		18.74
Paid out on Merger		(9,100	)		9.68
Outstanding at August 15, 2007		-

As no stock options were granted subsequent to August 15, 2007, there are no stock options outstanding at September 30, 2008.

Cash received from stock option exercises was $0 for the three months ended September 30, 2008, $0 for the period August 15, 2007 to September 30, 2007 and $583,000 for the period July 1, 2007 to August 14, 2007.  The tax benefit received from stock option exercises was $0 for the three months ended September 30, 2008, $16.1 million for the period August 15, 2007 to September 30, 2007 and $41,000 for the period July 1, 2007 to August 14, 2007.

F-69

11.           Comprehensive Income

The components of comprehensive income (loss) are as follows:

	Three Months Ended			August 15, 2007 to			July 1, 2007 to
	September 30, 2008			September 30, 2007			August 14, 2007
	Successor			Successor			Predecessor
	(In thousands)
Net income (loss)	$	(6,897	)	$	(50,498	)	$	(16,916	)
Unrealized gain (loss) on interest rate
swap agreements, net of tax provision
(benefit) of ($1.1 million), $0, and $0		(1,831	)		-			-
Valuation allowance against
non-current marketable securities, net
of tax benefit of $443,000		(755	)		-			-
Foreign currency translation adjustment		(21,781	)		4,315			(497	)
Total comprehensive income (loss)	$	(31,264	)	$	(46,183	)	$	(17,413	)

Accumulated other comprehensive income (loss) is as follows:

	Unrealized			Valuation
	Gain (Loss)			Allowance Against			Minimum
	on Interest			Non-Current			Pension			Foreign
	Rate Swap			Marketable			Liability			Currency
	Agreements			Securities			Adjustment			Translation			Total
	(net of tax)			(net of tax)			(net of tax)			Adjustment			(net of tax)
							(In thousands)
Balance, June 30, 2008	$	1,411		$	-		$	(6	)	$	(998	)	$	407
Three months' activity		(1,831	)		(755	)		-			(21,781	)		(24,367	)
Balance, September 30, 2008	$	(420	)	$	(755	)	$	(6	)	$	(22,779	)	$	(23,960	)

The foreign currency translation adjustments are not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

F-70

12.     Legal Matters

During the quarter ended March 31, 2007, we became aware that certain RadHard bidirectional multipurpose transceivers sold by us since 1999 may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with the International Traffic in Arms Regulations (“ITAR”). Accordingly, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, Department of State, describing the details of the possible inadvertent misclassification. Simultaneously, we flied a Commodity Jurisdiction request providing detailed information and data supporting our contention that the product is not subject to ITAR and requested a determination that such product is not ITAR controlled. By letter dated November 15, 2007, we were informed that the Department of State had determined in response to our Commodity Jurisdiction request, that the product is subject to the licensing jurisdiction of the Department of State in accordance with ITAR. We requested reconsideration of this determination. On February 7, 2008, we filed an addendum to the above referenced Voluntary Disclosure advising the Directorate of Defense Trade Controls that other products sold by us similar in nature to the transceiver described above may also be subject to the ITAR. The Directorate of Defense Trade Controls agreed to extend the time for us to file such Voluntary Disclosure until there was a decision with respect to our request for reconsideration of the determination in connection with the above-referenced Commodity Jurisdiction request. On August 5, 2008, we received a letter from the Office of Defense Trade Controls Compliance (“DTCC”) requesting that we provide documentation and/or information relating to our ITAR compliance initiatives after November 15, 2007 as well as the results of any product reviews conducted by us, and indicating that a civil penalty against us could be warranted in connection with this matter following the review of such materials.  We have complied with the request by DTCC and have provided the detailed information requested.  In August 2008, we received the determination by the Directorate of Defense Trade Controls with respect to the request for reconsideration of the Commodity Jurisdiction determination.  The Directorate of Defense Trade Controls denied our request for reconsideration and determined that the product is subject to the licensing jurisdiction of the Department of State in accordance with the ITAR.  Accordingly, on September 18, 2008, we filed an addendum to our Voluntary Disclosure identifying other products that may have been subject to the licensing jurisdiction of the U.S. Department of State in accordance with the ITAR but were inadvertently misclassified.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

During May 2008, we became further aware that a certain product sold by our KDI subsidiary may have inadvertently been misclassified as not ITAR controlled. On August 5, 2008, we filed a Voluntary Disclosure with the Directorate of Defense Trade Controls, Department of State, describing the inadvertent misclassification of this product.  At this time it is not possible to determine whether any fines or other penalties will be asserted against us, or the materiality of any outcome.

An amended class action complaint was filed against us and our board of directors on June 20, 2007 in the Supreme Court of the State of New York, Nassau County. The complaint alleges that our board breached its fiduciary duties to our stockholders (i) by issuing a preliminary proxy statement on June 5, 2007 that was issued in connection with seeking stockholder approval of the Merger and (ii) in approving certain amendments, that were allegedly beyond the scope of our corporate power to our Supplemental Executive Retirement Plan and the employment agreements of defendants Harvey R. Blau, our then Chairman and Chief Executive Officer, and Leonard Borow, our then President and Chief Operating Officer. The plaintiffs sought injunctive relief with respect to the first cause of action, seeking to enjoin the July 26, 2007 special meeting of our stockholders on the grounds that we and our board of directors provided inadequate disclosures, and the recovery of money damages with respect to the second cause of action. The plaintiffs subsequently withdrew their motion for preliminary injunctive relief. On July 9, 2007, we and our board of directors filed a motion to dismiss the amended class action complaint and that motion is currently pending. The July 26, 2007 stockholders meeting went forward and our stockholders approved the Merger.  On August 15, 2007, the acquisition of the Company was completed. We are currently in settlement discussions with the plaintiffs and have accrued an insignificant liability for the settlement.

We are also involved in various claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of any of these actions will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.

13.      Commitment

Our Supplemental Executive Retirement Plan (the “SERP”) is unfunded.  Excluding the monthly payments due one retired participant through at least December 31, 2015, we are required to make $18.3 million of payments, plus 6% interest per annum from August 15, 2007, in full satisfaction of the benefits payable under the SERP to all remaining participants the earlier of December 31, 2008 to January 5, 2009 or upon specified events, including an additional change of control of the Company or termination.  The aggregate accrued liability to those participants, including the related interest, was $19.4 million at September 30, 2008.

F-71

14.      Business Segments

Our business segments and major products included in each segment, are as follows:

Microelectronic Solutions (“AMS”)

· Microelectronic Components, Sub-assemblies and Modules

· Integrated Circuits

· Motion Control Systems

Test Solutions (“ATS”)

· Instrument Products and Test Systems

We are a manufacturer of advanced technology systems and components for commercial industry, government and defense contractors. Approximately 32.6% of our sales for the three months ended September 30, 2008, 27.8% of our sales for the period August 15, 2007 to September 30, 2007 and 21% for the period July 1, 2007 to August 14, 2007 were to agencies of the United States government or to prime defense contractors or subcontractors of the United States government. No one customer constituted more than 10% of sales during any of the periods presented. Inter-segment sales were not material and have been eliminated from the tables below.

The majority of our operations are located in the United States; however, we also have operations in Europe and Asia, with our most significant international operations in the United Kingdom. Net sales from facilities located in the United Kingdom were approximately $34.4 million for the three months ended September 30, 2008, $28.2 million for the period August 15, 2007 to September 30, 2007 and $11.7 million for the period July 1, 2007 to August 14, 2007. Total assets of the United Kingdom operations were $200.3 million and $237.5 million as of September 30, 2008 and June 30, 2008, respectively.

Revenues, based on the customers’ locations, attributed to the United States and other regions are as follows:

			Period		Period
	Three Months Ended		August 15, 2007 to		July 1, 2007 to
	September 30, 2008		September 30, 2007		August 14, 2007
	Successor		Successor		Predecessor
	(In thousands)
United States of America	$	75,015	$	56,227	$	21,183
Europe and Middle East		37,121		23,787		10,357
Asia and Australia		26,886		20,622		6,242
Other regions		1,823		1,379		439
	$	140,845	$	102,015	$	38,221

F-72

Selected financial data by segment is as follows:

	Three Months Ended			August 15, 2007			July 1, 2007
	September 30,			to September 30,			to August 14,
	2008			2007			2007
	Successor Entity			Successor Entity			Predecessor Entity
	(In thousands)
Net sales:
Microelectronic solutions ("AMS")	$	67,580		$	48,396		$	19,017
Test solutions ("ATS")		73,265			53,619			19,204
Net sales	$	140,845		$	102,015		$	38,221
Segment adjusted operating income:
- AMS	$	14,613		$	15,233		$	24
- ATS		9,630			10,568			(7,582	)
- General corporate expense		(2,696	)		(480	)		(2,347	)
Adjusted operating income (loss)		21,547			25,321			(9,905	)
Amortization of acquired intangibles
- AMS		(10,677	)		(6,257	)		(279	)
- ATS		(7,291	)		(4,212	)		(1,413	)
Share based compensation
- AMS		-			-			(83	)
- ATS		-			-			95
- Corporate		(489	)		(1,657	)		(226	)
Restructuring charges
- AMS		-			-			-
- ATS		(402	)		(31	)		(3,778	)
One-time lease termination costs
- ATS		-			-			(576	)
Merger related expenses - Corporate		(634	)		(2,182	)		(1,319	)
Acquired in-process R&D costs
- AMS		-			(15,700	)		-
- ATS		-			(8,640	)		-
Current period impact of acquisition related adjustments:
Inventory - AMS		-			(7,160	)		(57	)
Inventory - ATS		-			(5,240	)		-
Depreciation - AMS		(286	)		(146	)		-
Depreciation - ATS		(738	)		(412	)		-
Depreciation - Corporate		(55	)		(27	)		-
Deferred revenue - ATS		(97	)		(676	)		-
Sale transaction expenses		-			(30,295	)		(3,717	)
Operating income (loss) (GAAP)		878			(57,314	)		(21,258	)
Interest expense		(21,215	)		(11,136	)		(275	)
Other income (expense), net		3,086			(255	)		294
Income (loss) from continuing operations before income taxes	$	(17,251	)	$	(68,705	)	$	(21,239	)

Management evaluated the operating results of the two segments based upon pre-tax operating income, before costs related to restructuring, lease termination charges, amortization of acquired intangibles, share-based compensation, acquired in-process research and development costs, Company Sale Transaction expenses, merger related expenses and the impact of any acquisition related adjustments.

F-73

15.        Guarantor/Non-Guarantor Financial Information

The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the balance sheets at September 30, 2008 and June 30, 2008 and the statements of operations, and cash flows for the three months ended September 30, 2008 and the periods from August 15, 2007 to September 30, 2007 and July 1, 2007 to August 14, 2007 for Aeroflex Incorporated (the “Parent Company”), and for the Guarantor Subsidiaries and, on a combined basis, the Non-Guarantor Subsidiaries.  The supplemental condensed consolidating financial information reflects, for all fiscal periods presented, the investments of the Parent Company in the Guarantor Subsidiaries as well as the investments of the Parent Company and the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, in all cases, using the equity method.  The Parent Company’s purchase price allocation adjustments, including applicable intangible assets, arising from business acquisitions have been pushed down to the applicable subsidiary columns (see Notes 3 and 4).

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2008

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	95,641		$	46,807		$	(1,603	)	$	140,845
Cost of sales		-			50,454			24,686			(1,654	)		73,486
Gross profit		-			45,187			22,121			51			67,359
Selling, general and administrative costs		3,873			17,985			9,626			-			31,484
Research and development costs		-			11,167			5,862			-			17,029
Amortization of acquired intangibles		-			15,313			2,655			-			17,968
Operating income (loss)		(3,873	)		722			3,978			51			878
Other income (expense):
Interest expense		(21,183	)		(22	)		(10	)		-			(21,215	)
Other income (expense), net		63			242			2,781			-			3,086
Intercompany charges		22,186			(21,573	)		(613	)		-			-
Income (loss) before income taxes		(2,807	)		(20,631	)		6,136			51			(17,251	)
Provision (benefit) for income taxes		(1,047	)		(7,843	)		1,196			(2,660	)		(10,354	)
Equity in income(loss) of subsidiaries		(5,137	)		5,228			-			(91	)		-
Net income (loss)	$	(6,897	)	$	(7,560	)	$	4,940		$	2,620		$	(6,897	)

F-74

Condensed Consolidating Statement of Operations

For the Period from August 15, 2007 to September 30, 2007

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	72,458		$	31,015		$	(1,458	)	$	102,015
Cost of sales		-			46,288			20,077			(1,605	)		64,760
Gross profit		-			26,170			10,938			147			37,255
Selling, general and administrative costs		4,347			9,494			5,143			-			18,984
Research and development costs		-			6,343			4,137			-			10,480
Amortization of acquired intangibles		-			9,098			1,372			-			10,470
Acquired in-process R&D costs		-			21,820			2,520			-			24,340
Company sale transaction expenses		30,295			-			-			-			30,295
Operating income (loss)		(34,642	)		(20,585	)		(2,234	)		147			(57,314	)
Other income (expense):
Interest expense		(11,124	)		(14	)		2			-			(11,136	)
Other income (expense), net		325			(22	)		(558	)		-			(255	)
Intercompany charges		5,924			(5,485	)		(439	)		-			-
Income (loss) from continuing operations before income taxes		(39,517	)		(26,106	)		(3,229	)		147			(68,705	)
Provision (benefit) for income taxes		(11,767	)		(7,774	)		798			(426	)		(19,169	)
Income (loss) from continuing operations		(27,750	)		(18,332	)		(4,027	)		573			(49,536	)
Loss from discontinued operations, net of tax		-			(962	)		-			-			(962	)
Equity in income (loss) of subsidiaries		(22,748	)		(4,035	)		-			26,783			-
Net income (loss)	$	(50,498	)	$	(23,329	)	$	(4,027	)	$	27,356		$	(50,498	)

F-75

Condensed Consolidating Statement of Operations

For the Period from July 1, 2007 to August 14, 2007

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	-		$	25,858		$	12,809		$	(446	)	$	38,221
Cost of sales		-			15,066			8,074			(279	)		22,861
Gross profit		-			10,792			4,735			(167	)		15,360
Selling, general and administrative costs		3,892			7,571			7,568			-			19,031
Research and development costs		-			5,526			6,652			-			12,178
Amortization of acquired intangibles		-			601			1,091			-			1,692
Company sale transaction expenses		3,717			-			-			-			3,717
Operating income (loss)		(7,609	)		(2,906	)		(10,576	)		(167	)		(21,258	)
Other income (expense):
Interest expense		(261	)		(14	)		-			-			(275	)
Other income (expense), net		157			27			110			-			294
Intercompany charges		5,544			(5,109	)		(435	)		-			-
Income (loss) from continuing operations before income taxes		(2,169	)		(8,002	)		(10,901	)		(167	)		(21,239	)
Provision (benefit) for income taxes		(853	)		(3,145	)		(2,833	)		-			(6,831	)
Income (loss) from continuing operations		(1,316	)		(4,857	)		(8,068	)		(167	)		(14,408	)
Loss from discontinued operations, net of tax		-			(2,508	)		-			-			(2,508	)
Equity in income (loss) of subsidiaries		(15,600	)		(7,814	)		-			23,414			-
Net income (loss)	$	(16,916	)	$	(15,179	)	$	(8,068	)	$	23,247		$	(16,916	)

F-76

Condensed Consolidating Balance Sheet

As of September 30, 2008

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	49,739		$	(1,292	)	$	24,619		$	-		$	73,066
Accounts receivable, net		-			70,660			39,637			-			110,297
Inventories		-			97,275			40,152			(450	)		136,977
Deferred income taxes		(2,333	)		23,753			5,040			-			26,460
Prepaid expenses and other current assets		4,590			2,697			5,158			-			12,445
Total current assets		51,996			193,093			114,606			(450	)		359,245
Property, plant and equipment, net		13,237			63,682			24,430			-			101,349
Non-current marketable securities		18,755			-			-			-			18,755
Deferred financing costs		29,435			-			-			-			29,435
Deferred income taxes		(42	)		-			42			-			-
Other assets		11,792			2,357			992			-			15,141
Intangible assets with definite lives, net		-			276,704			45,056			-			321,760
Intangible assets with indefinite lives		-			90,229			29,822			-			120,051
Goodwill		-			411,426			44,283			484			456,193
Total assets	$	125,173		$	1,037,491		$	259,231		$	34		$	1,421,929
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	5,250		$	320		$	-		$	-		$	5,570
Accounts payable		740			17,129			14,013			-			31,882
Deferred revenue, including advance payments		-			7,645			11,352			-			18,997
Income taxes payable		(605	)		(387	)		3,089			-			2,097
Accrued payroll expense		2,303			20,896			2,555						25,754
Accrued expenses and other current liabilities		34,555			13,253			10,959			-			58,767
Total current liabilities		42,243			58,856			41,968			-			143,067
Long-term debt		874,728			1,085			-			-			875,813
Deferred income taxes		(14,844	)		142,437			18,558			(2,660	)		143,491
Other long-term liabilities		7,545			468			5,613			-			13,626
Intercompany investment		(250,070	)		4,126			245,944			-			-
Intercompany receivable/payable		(886,062	)		915,879			(29,817	)		-			-
Total liabilities		(226,460	)		1,122,851			282,266			(2,660	)		1,175,997
Stockholder's equity		351,633			(85,360	)		(23,035	)		2,694			245,932
Total liabilities and stockholder's equity	$	125,173		$	1,037,491		$	259,231		$	34		$	1,421,929

F-77

Condensed Consolidating Balance Sheet

As of June 30, 2008

(In thousands)

				Subsidiary			Subsidiary
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	39,285		$	(2,379	)	$	17,243		$	-		$	54,149
Accounts receivable, net		-			90,343			57,640			-			147,983
Inventories		-			91,856			43,537			(502	)		134,891
Deferred income taxes		(2,352	)		23,539			5,852			-			27,039
Prepaid expenses and other current assets		2,464			2,616			7,104			-			12,184
Total current assets		39,397			205,975			131,376			(502	)		376,246
Property, plant and equipment, net		13,406			63,964			27,279			-			104,649
Non-current marketable securities		19,960			-			-			-			19,960
Deferred financing costs		30,185			-			-			-			30,185
Other assets		16,480			2,474			(394	)		-			18,560
Intangible assets with definite lives, net		-			297,408			47,458			-			344,866
Intangible assets with indefinite lives		-			90,229			33,149			-			123,378
Goodwill		-			435,570			25,101			484			461,155
Total assets	$	119,428		$	1,095,620		$	263,969		$	(18	)	$	1,478,999
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	5,250		$	324		$	-		$	-		$	5,574
Accounts payable		554			19,882			18,946			-			39,382
Deferred revenue, including advance payments		-			8,621			18,523			-			27,144
Income taxes payable		409			-			1,527			-			1,936
Accrued payroll expense		2,106			18,200			4,219			-			24,525
Accrued expenses and other current liabilities		31,205			12,272			13,353			-			56,830
Total current liabilities		39,524			59,299			56,568			-			155,391
Long-term debt		872,152			1,085			-			-			873,237
Deferred income taxes		(12,254	)		150,400			21,311			-			159,457
Defined benefit plan obligations		6,263			-			-			-			6,263
Other long-term liabilities		1,368			487			6,148			-			8,003
Intercompany investment		(248,051	)		2,944			245,107			-			-
Intercompany receivable/payable		(895,004	)		953,623			(58,619	)		-			-
Total liabilities		(236,002	)		1,167,838			270,515			-			1,202,351
Stockholder's equity		355,430			(72,218	)		(6,546	)		(18	)		276,648
Total liabilities and stockholder's equity	$	119,428		$	1,095,620		$	263,969		$	(18	)	$	1,478,999

F-78

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended September 30, 2008

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(6,897	)	$	(7,560	)	$	4,940		$	2,620		$	(6,897	)
Changes in operating assets and liabilities and non cash items, included in net income (loss)		19,121			10,397			8,509			(2,620	)		35,407
Net cash provided by (used in) operating activities		12,224			2,837			13,449			-			28,510
Cash flows from investing activities:
Capital expenditures		(5	)		(1,746	)		(1,592	)					(3,343	)
Other		(13	)		-			15			-			2
Net cash provided by (used in) investing activities		(18	)		(1,746	)		(1,577	)		-			(3,341	)
Cash flows from financing activities:
Debt repayments		(1,313	)		(4	)								(1,317	)
Debt financing costs		(439	)		-			-			-			(439	)
Net cash provided by (used in) financing activities		(1,752	)		(4	)		-			-			(1,756	)
Effect of exchange rate changes on cash and cash equivalents		-			-			(4,496	)					(4,496	)
Net increase in cash and cash equivalents		10,454			1,087			7,376			-			18,917
Cash and cash equivalents at beginning of period		39,285			(2,379	)		17,243			-			54,149
Cash and cash equivalents at end of period	$	49,739		$	(1,292	)	$	24,619		$	-		$	73,066

F-79

Condensed Consolidating Statement of Cash Flows

For the Period from August 15, 2007 to September 30, 2007

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(50,498	)	$	(23,329	)	$	(4,027	)	$	27,356		$	(50,498	)
Loss from discontinued operations, net of tax		-			962			-			-			962
Income (loss) from continuing operations		(50,498	)		(22,367	)		(4,027	)		27,356			(49,536	)
Changes in operating assets and liabilities and non cash items, included in net income (loss)		18,690			24,058			439			(22,714	)		20,473
Net cash provided by (used in) continuing operations		(31,808	)		1,691			(3,588	)		4,642			(29,063	)
Net cash provided by (used in) discontinued operations		-			(1,325	)		-			-			(1,325	)
Net cash provided by (used in) operating activities		(31,808	)		366			(3,588	)		4,642			(30,388	)
Cash flows from investing activities:
Acquisition of predecessor entity, net of cash acquired		(1,128,915	)		(2,593	)		13,215			-			(1,118,293	)
Capital expenditures		(57	)		(1,161	)		(204	)		-			(1,422	)
Proceeds from the sale of property, plant and equipment		-			-			15			-			15
Purchase of marketable securities		(317,104	)		-			-			-			(317,104	)
Proceeds from sale of marketable securities		267,426			-			-			-			267,426
Net cash provided by (used in) investing activities of continuing operations		(1,178,650	)		(3,754	)		13,026			-			(1,169,378	)
Net cash provided by (used in) discontinued operations		-			(2	)		-			-			(2	)
Net cash provided by (used in) investing activities		(1,178,650	)		(3,756	)		13,026			-			(1,169,380	)
Cash flows from financing activities:
Proceeds from issuance of common stock		378,350			-			-			-			378,350
Borrowings under debt agreements		870,000			-			-			-			870,000
Debt repayments		(1,809	)		(5	)		-			-			(1,814	)
Debt financing costs		(27,145	)		-			-			-			(27,145	)
Amounts paid for withholding taxes on stock option exercises		(14,142	)		-			-			-			(14,142	)
Witholding taxes collected for stock option exercises		14,142			-			-			-			14,142
Net cash provided by (used in) financing activities of continuing operations		1,219,396			(5	)		-			-			1,219,391
Effect of exchange rate changes on cash and cash equivalents		-			-			(564	)		-			(564	)
Net increase in cash and cash equivalents		8,938			(3,395	)		8,874			4,642			19,059
Cash and cash equivalents at beginning of period		-			-			-			-			-
Cash and cash equivalents at end of period	$	8,938		$	(3,395	)	$	8,874		$	4,642		$	19,059

F-80

Condensed Consolidating Statement of Cash Flows

For the Period from July 1, 2007 to August 14, 2007

(In thousands)

							Non-
				Guarantor			Guarantor			Consolidating
	Parent			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(16,916	)	$	(15,179	)	$	(8,068	)	$	23,247		$	(16,916	)
Loss from discontinued operations, net of tax		-			2,508			-			-			2,508
Income (loss) from continuing operations		(16,916	)		(12,671	)		(8,068	)		23,247			(14,408	)
Changes in operating assets and liabilities and non cash items, included in net income (loss)		23,110			12,708			13,591			(23,247	)		26,162
Net cash provided by (used in) continuing operations		6,194			37			5,523			-			11,754
Net cash provided by (used in) discontinued operations		-			(461	)		-			-			(461	)
Net cash provided by (used in) operating activities		6,194			(424	)		5,523			-			11,293
Cash flows from investing activities:
Capital expenditures		(249	)		(587	)		(252	)		-			(1,088	)
Purchase of marketable securities		(53,828	)		-			-			-			(53,828	)
Proceeds from sale of marketable securities		63,328			-			-			-			63,328
Net cash provided by (used in) investing activities of continuing operations		9,251			(587	)		(252	)		-			8,412
Net cash provided by (used in) discontinued operations		-			(6	)		-			-			(6	)
Net cash provided by (used in) investing activities		9,251			(593	)		(252	)		-			8,406
Cash flows from financing activities:
Debt repayments		(26	)		(3	)		-			-			(29	)
Debt financing costs		(477	)		-			-			-			(477	)
Excess tax benefits from share based compensation arrangements		12,542			-			-			-			12,542
Proceeds from the exercise of stock options and warrants		583			-			-			-			583
Amounts paid for withholding taxes on stock option exercises		(56	)		-			-			-			(56	)
Withholding taxes collected for stock option exercises		56			-			-			-			56
Net cash provided by (used in) financing activities of continuing operations		12,622			(3	)		-			-			12,619
Effect of exchange rate changes on cash and cash equivalents		-			-			178			-			178
Net increase (decrease) in cash and cash equivalents		28,067			(1,020	)		5,449			-			32,496
Cash and cash equivalents at beginning of period		6,807			(1,573	)		7,766			-			13,000
Cash and cash equivalents at end of period	$	34,874		$	(2,593	)	$	13,215		$	-		$	45,496

F-81

PROSPECTUS DATED _______________, 200__

$225,000,000

AEROFLEX INCORPORATED

Offer to Exchange

11.75% Senior Notes due February 15, 2015

that have been registered under the Securities Act of 1933, as amended

for any and all outstanding

11.75% Senior Notes due February 15, 2015

PROSPECTUS

The issuer has not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or the issuer's solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or the affairs of our company have not changed since the date hereof.

Until ________________, 2009 (90 days from the date of this prospectus), all dealers effecting transactions in the Securities, whether or not participating in this exchange offer, may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.      Indemnification of Directors and Officers

California Registrant

Aeroflex/Metelics, Inc. is a corporation organized under the laws of the State of California.

Section 204(a)(10) of the California General Corporation Law, or the CGCL, allows a corporation to include a provision in its articles of incorporation eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of the director's duties to the corporation and its shareholders, except for the liability of a director resulting from (i) acts or omissions involving intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions showing a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, or a risk of serious injury to the corporation or its shareholders, (v) acts or omissions constituting an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) liability under California law relating to the interests of directors in certain contracts or other transactions between the corporation and the director, (vii) the making of an illegal distribution or loan to shareholders, (viii) acts or omissions occurring prior to the date when such provision became effective, (ix) acts or omissions of an officer who is also a director or (x) acts or omissions of an officer that have been ratified by the directors.

Section 317 of the CGCL provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.  This section also provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders, so long as such indemnification is subject to certain limitations and conditions as provided therein.

The articles of incorporation of Aeroflex/Metelics, Inc. provide that the liability of directors for monetary damages shall be eliminated to the fullest extent permissible under the CGCL and that the corporation is authorized to provide indemnification of agents through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject only to the applicable limits set forth in Section 204 of the CGCL with respect to actions for breach of duty to the corporation and its shareholders.

 The bylaws of Aeroflex/Metelics, Inc. provide that Aeroflex/Metelics, Inc. shall provide indemnification to directors and officers to the fullest extent permitted under California law.  The bylaws further provide that Aeroflex/Metelics, Inc. may also provide indemnification to its employees and agents.  Any such indemnification is subject to the terms of any agreement between Aeroflex/Metelics, Inc. and any such director, officer, employee, or agent, and the limitations and qualifications more fully described in the bylaws of Aeroflex/Metelics, Inc.

Delaware Registrants

The following registrants are corporations organized under the laws of the State of Delaware: Aeroflex Incorporated, Aeroflex Colorado Springs, Inc., Aeroflex Plainview, Inc., Aeroflex Wichita, Inc., IFR Systems, Inc., AIF Corp., and Aeroflex International Inc.

II-1

Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, enables a Delaware corporation to provide in its certificate of incorporation for the elimination or limitation of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. However, no such provision can eliminate or limit a director's liability for any breach of the director's duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payment of dividends or unlawful stock purchase or redemption, or for any transaction from which the director derives an improper personal benefit.

Section 145 of the DGCL authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. In addition, the DGCL does not permit indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

The certificate of incorporation of Aeroflex Incorporated provides the corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. The corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the board. The rights conferred on any Covered Person shall not be exclusive of any other rights that such Covered Person may have under any statute, provision of this certificate of incorporation, the by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

The bylaws of Aeroflex Incorporated provide that to the fullest extent permitted by applicable law, the corporation shall indemnify, and advance expenses to, each and every person who is or was a director, officer, employee, agent or fiduciary of the corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such person is or was serving at the request of the corporation and who, because of any such position or status, is directly or indirectly involved in any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.  The bylaws further provide the corporation the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liability under applicable law.

The certificates of incorporation of Aeroflex Colorado Springs, Inc., Aeroflex Plainview, Inc. and Aeroflex International Inc do not contain any provisions, sections, or articles relating to indemnification.

II-2

The bylaws of Aeroflex Colorado Springs, Inc. state that the company shall indemnify its officers, directors, employees and agents to the extent permitted by the DGCL.

The bylaws of Aeroflex Plainview, Inc., Aeroflex Wichita, Inc. and Aeroflex International Inc. do not contain any articles, sections, or provisions relating to indemnification.

The certificate of incorporation of Aeroflex Wichita, Inc. provides that a director will not be liable to the company or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

The certificates of incorporation of IFR Systems, Inc. and AIF Corp. essentially contain the same rights of indemnification as Aeroflex Incorporated.

The bylaws of IFR Systems, Inc. and AIF Corp. provide that the company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that such person is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

The bylaws of IFR Systems, Inc. and AIF Corp. further provide that the company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action and or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The bylaws of IFR Systems, Inc. and AIF Corp. further provide that any indemnification as described above is to be made by the company only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct, which is set forth in Sections 1 and 2 of Article VIII of the bylaws.  If, however, a present or former director or officer of the company is successful on the merits or otherwise in defense of any action, suit or proceeding described above, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.   The bylaws further provide that any director or officer may apply to the Court of Chancery in Delaware for indemnification to the extent permissible by Sections 1 and 2 of Article VIII of the bylaws.  The indemnification provided by or granted under the bylaws is not exclusive of any other rights to which those seeking indemnification may be entitled under the certificate of incorporation, any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the company that indemnification of persons specified in Sections 1 and 2 of Article VIII of the bylaws shall be made to the fullest extent permitted by law.  This does not preclude indemnification of any person who is not specified in Sections 1 and 2 of Article VIII of the bylaws but whom the company has the power or obligation to indemnify under the Delaware General Corporation Law.

II-3

The bylaws of IFR Systems, Inc. and AIF Corp. permit the company to purchase and maintain insurance on behalf of any person who is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or  not the company would have the power or obligation to indemnify such person against liability.

The bylaws of IFR Systems, Inc. and AIF Corp. provide that notwithstanding anything contained in Article VIII of the bylaws to the contrary, except for proceedings to enforce rights to indemnification, the company shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the company.  The bylaws state that the company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the company similar to those conferred in Article VIII of the bylaws to directors and officers of the company.

Kansas Registrant

IFR Finance, Inc. is a corporation organized under the laws of the State of Kansas.

Under Section 17-6305 of the Kansas General Corporation Code, or the KGCC, a corporation may indemnify a director, officer, employee, or agent of the corporation (or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee, or agent of the corporation (or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’ fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless a court determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

The certificate of incorporation of IFR Finance, Inc. states that no director shall be held personally liable to the corporation or its stockholders for breach of fiduciary duty as a director except for liability (A) for any breach of the director's duty of loyalty to the corporation or its stockholders, policyholders or members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under the provisions of Section 17-6424 of the KGCC, or (D) for any transaction from which the director derived an improper personal benefit.  The certificate further provides that it shall indemnify any director or officer of the corporation who was, is, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee, partner or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the KGCC, now in effect and as hereafter amended.  The certificate also provides that any such right to indemnification shall not be exclusive of any other right to indemnification which a person may have or hereafter acquire under any statute, bylaw, agreement, contract, resolution of the board of directors or stockholders of the company, or otherwise.

The bylaws of IFR Finance, Inc. contain no provisions, sections, or articles pertaining to indemnification.

Michigan Registrants

The following registrants are corporations organized under the laws of the State of Michigan: Aeroflex/Inmet, Inc., Aeroflex/KDI, Inc., Aeroflex Microelectronic Solutions, Inc., Aeroflex/Weinschel, Inc., and MCE Asia, Inc.

II-4

Section 450.1561 of the Michigan Business Corporation Act, or MBCA, permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

Section 450.1562 of the MBCA provides that a corporation may indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, except that no indemnification shall be made for a claim, issue or matter in which the person has been found liable to the corporation, except to the extent authorized in Section 450.1564c.

Section 450.1563 of the MBCA provides that to the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in Section 450.1561 or Section 450.1562, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the corporation shall indemnify him or her against actual and reasonable expenses, including attorneys' fees, incurred by him or her in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in such Section 450.1563.

Section 450.1567 of the MBCA provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify him or her against liability under Sections 450.1561 to 450.1565.

The certificates of incorporation of Aeroflex/Inmet, Inc., Aeroflex/KDI, Inc., MCE Asia, Inc. and Aeroflex/Weinschel, Inc. provide that no director shall be personally liable to the corporations or their shareholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: (i) breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (iii) a violation of Section 551(1) of the MBCA; or (iv) a transaction from which a director derived an improper personal benefit.  The certificates of incorporation further provide that the liability of directors, the liability of directors of the corporations will be limited to the fullest extent permitted by the MBCA.

The bylaws of Aeroflex/Inmet, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against expenses (including actual and reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

II-5

The bylaws of Aeroflex/Inmet, Inc. further state that the corporation shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, except that no indemnification shall be made for a claim, issue or matter in which the person has been found liable to the corporation, unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

The bylaws of Aeroflex/KDI, Inc., Aeroflex/Weinschel, Inc., and MCE Asia, Inc. essentially contain the similar indemnification provisions as Aeroflex/Inmet, Inc. except that if the director is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, he must be serving in such position at the time he was serving as a director of officer of the respective corporation.

The bylaws of Aeroflex/Inmet, Inc., Aeroflex/KDI, Inc., Aeroflex/Weinschel, Inc., and MCE Asia, Inc. further provide that if a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorney’s fees) incurred by such person in connection with the action, suit or proceeding any action, suit or proceeding brought to enforce the mandatory indemnification provided therein.

The right to indemnification conferred in Article XI of the bylaws of Aeroflex/Inmet, Inc., Aeroflex/KDI, Inc., Aeroflex/Weinschel, Inc., and MCE Asia, Inc. is a contractual right and applies to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer.  Except as provided in Section 11.03 of the bylaws, the companies have no obligation to indemnify any person in connection with any proceeding, initiated by such person without authorization by the board of directors.  Such indemnification is not exclusive of other rights to which a person seeking indemnification may be entitled under a contractual arrangement with the corporation.  However, the total amount of indemnification sought from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification.

The bylaws of Aeroflex/Inmet, Inc., Aeroflex/KDI, Inc., Aeroflex/Weinschel, Inc., and MCE Asia, Inc. also provide that the corporations may, to the extent authorized by their respective boards of directors, grant rights to indemnification to any employee or agent of the corporation to the fullest extent of Article XI of the bylaws with respect to the indemnification to directors and officers of the company.  The bylaws permit the corporations to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the corporations as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him in any such capacity or arising out of his status as such, whether or not the corporations would have the power to indemnify the person against such liability under the bylaws or MBCA.

The certificate of incorporation of Aeroflex Microelectronic Solutions, Inc. does not contain any provisions, sections, or articles regarding indemnification.

The bylaws of Aeroflex Microelectronic Solutions, Inc. state that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit, or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the company or is or was serving at the  request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent permitted by the MBCA.  This right of indemnification is not exclusive of any other rights to which such director, officer, employee or agent is or may be entitled and shall inure to the benefit of the heirs, executors and administrators of each such person.

II-6

New Jersey Registrant

Comar Products, Inc. is a corporation organized under the laws of the State of New Jersey.

Section 14A:3-5 of the New Jersey Business Corporation Act, or the NJBCA, sets forth the extent to which a corporation is authorized to indemnify its directors, officers and other corporate agents in various proceedings. Generally, the NJBCA authorizes a New Jersey corporation to indemnify a corporate agent (including an officer or director) against expenses and liabilities incurred in connection with any proceeding involving the corporate agent by reason of being or having been a corporate agent if (a) the corporate agent acted in good faith or in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful. In any proceeding by the corporation or in the right of the corporation, the corporation is authorized to indemnify a corporate agent against his expenses if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, but the corporation is not authorized to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation, unless and only to the extent that a court deems such indemnification would be proper.

If the corporation is authorized but not required to indemnify a corporate agent, the corporation may only do so if a determination is made that the applicable standard of conduct was met by such corporate agent. The determination may be made by the board of directors of the corporation, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; by independent legal counsel, if there is not a quorum of disinterested directors or if the disinterested quorum directs such counsel to make the determination; or by the shareholders of the corporation.   A New Jersey corporation is required to indemnify a corporate agent to the extent that the corporate agent is successful on the merits or otherwise in any proceeding of the types described above, or in defense of any claim, issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification is permissive or mandatory, the agent may apply to a court to grant him the requested indemnification. In advance of the final disposition of any proceeding, the board of directors may

direct the corporation to pay an agent's expenses if the agent agrees to repay the expenses in the event that it is ultimately determined that he is not entitled to indemnification.

The indemnification and advance of expenses authorized or required by the NJBCA do not exclude any other rights to which a corporate agent may be entitled under a certificate of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided that no indemnification may be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the corporate agent of an improper personal benefit.

The power to indemnify corporate agents granted to New Jersey corporations pursuant to the NJBCA may be exercised notwithstanding the absence of any provision in a corporation's certificate of incorporation or bylaws authorizing the exercise of such powers.

Neither the certificate of incorporation or bylaws of Comar Products, Inc. contains any provisions, articles, or sections relating to indemnification.

New Hampshire Registrant

Micro-Metrics, Inc. is a corporation organized under the laws of the State of New Hampshire.

Chapter 293-A:8.51 of the New Hampshire Business Corporation Act, or NHBCA, provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director, against liability incurred in the proceeding if:  (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests, and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.  A corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.  Chapter 293-A:8.52 of the NHBCA provides that unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

II-7

Chapter 293-A:8.56 of the NHBCA states that unless a corporation's articles of incorporation provide otherwise: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under Chapter 293-A:8.52, and is entitled to apply for court-ordered indemnification under Chapter 293-A:8.54, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this subdivision to an officer, employee or agent of the corporation who is not a director, to the same extent as to a director; and (3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

The certificate of incorporation of Micro-Metrics, Inc. does not contain any sections, provisions, or articles relating to indemnification.

The bylaws of Micro-Metrics, Inc. provide that to the fullest extent permitted by law, no director or officer of the company shall be personally liable to the company or its shareholders for any action or failure to take any action as a director or officer except for any claims or actions related to acts or omissions concerning professional liability or malpractice.  The bylaws do not eliminate or limit the liability of a director or officer for any act or omission occurring prior to the effective date of its adoption.

New York Registrants

Aeroflex Bloomingdale Inc. and Aeroflex Properties Corp. are corporations organized under the laws of the State of New York.

Section 722(a) of the New York Business Corporation Law, or NYBCL, provides that a corporation may indemnify any officer or director, made or threatened to be made, a party to an action or proceeding, other than one by or in the right of the corporation, including an action by or on the right of any other corporation or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, because he was a director or officer of the corporation, or served such other corporation or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a corporation may indemnify any officer or director made, or threatened to be made, a party to an action by or in the right of the corporation by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for another corporation or other enterprise, not opposed to, the best interests of the corporation. The corporation may not, however, indemnify any officer or director pursuant to Section 722(c) in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought or, if no action was brought, any court of competent jurisdiction, determines upon application, that the person is fairly and reasonably entitled to indemnity for such portion of the settlement and expenses as the court deems proper.

Section 723 of the NYBCL provides that an officer or director who has been successful, on the merits or otherwise, in the defense of a civil or criminal action of the character set forth in Section 722 is entitled to indemnification as permitted in such Section. Section 724 of the NYBCL permits a court to award the indemnification required by Section 722.

II-8

The Certificates of Incorporation of Aeroflex Bloomingdale Inc. and Aeroflex Properties Corp. do not contain any provision, section, or articles pertaining to indemnification.

The bylaws of Aeroflex Bloomingdale Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the NYBCLaw.  The bylaws further state that such right of indemnification shall not be deemed exclusive of any rights to which such current or past director, officer, employee or agent may be entitled to and shall inure to the benefit of the heirs, executors, and administrators of such person.

The bylaws of Aeroflex Properties Corp. provide for indemnification and reimbursement to the fullest extent permitted by law for any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Ohio Registrant

Aeroflex High Speed Test Solutions, Inc. is a corporation organized under the laws of the State of Ohio.  Under Section 1701.13 of the Ohio General Corporation Law, or OGCL, Ohio corporations are permitted to indemnify directors, officers, employees and agents within prescribed limits and must indemnify them under certain circumstances.  The OGCL does not authorize the payment by a corporation of judgments against a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order determining that such person succeeds on the merits. In all other cases, if it is determined that a director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, indemnification is discretionary except as otherwise provided by a corporation's articles of incorporation, code of regulations or contract, and except with respect to the advancement of expenses of directors.

With respect to the advancement of expenses, the OGCL provides that a director (but not an officer, employee or agent) is entitled to mandatory advancement of expenses, including attorney's fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proven by clear and convincing evidence that his or her act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation's best interests.

Neither the Certificate of Incorporation or bylaws of Aeroflex High Speed Test Solutions, Inc. contains any articles, provisions, or sections pertaining to indemnification.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Exhibit Description
1.1*	Purchase Agreement, dated August 4, 2008, among Aeroflex Incorporated, the Guarantors set forth therein (the “Guarantor Subsidiaries”), and Goldman, Sachs & Co.
2.1	Agreement and Plan of Merger, dated as of May 25, 2007, among Aeroflex Incorporated, AX Holding Corp. and AX Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 29, 2007).
3.1	Amended and Restated Certificate of Incorporation of Aeroflex Incorporated (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed August 17, 2007).
3.2	Bylaws of Aeroflex Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed August 17, 2007).
3.3*	Certificate of Incorporation of Aeroflex Colorado Springs, Inc.
3.4*	Bylaws of Aeroflex Colorado Springs, Inc.
3.5*	Certificate of Incorporation of Aeroflex High Speed Test Solutions, Inc.
3.6*	Bylaws of Aeroflex High Speed Test Solutions, Inc.
3.7*	Articles of Incorporation of Aeroflex/Inmet, Inc.
3.8*	Bylaws of Aeroflex/Inmet, Inc.
3.9*	Articles of Incorporation of Aeroflex/KDI, Inc.
3.10*	Bylaws of Aeroflex/KDI, Inc.
3.11*	Articles of Incorporation of Aeroflex/Metelics, Inc.
3.12*	Bylaws of Aeroflex/Metelics, Inc.
3.13*	Articles of Incorporation of Aeroflex Microelectronic Solutions, Inc.
3.14*	Bylaws of Aeroflex Microelectronic Solutions, Inc.
3.15*	Certificate of Incorporation of Aeroflex Plainview, Inc.
3.16*	Bylaws of Aeroflex Plainview, Inc.
3.17*	Articles of Incorporation of Aeroflex/Weinschel, Inc.
3.18*	Bylaws of Aeroflex/Weinschel, Inc.
3.19*	Amended and Restated Certificate of Incorporation of Aeroflex Wichita, Inc.
3.20*	Bylaws of Aeroflex Wichita, Inc.
3.21*	Articles of Incorporation of IFR Finance, Inc.
3.22*	Bylaws of IFR Finance, Inc.
3.23*	Amended and Restated Certificate of Incorporation of IFR Systems, Inc.
3.24*	Bylaws of IFR Systems, Inc.
3.25*	Articles of Organization of MCE Asia, Inc.
3.26*	Bylaws of MCE Asia, Inc.
3.27*	Certificate of Incorporation of AIF Corp.
3.28*	Bylaws of AIF Corp.
3.29*	Certificate of Incorporation of Aeroflex Bloomingdale, Inc.
3.30*	Bylaws of Aeroflex Bloomingdale, Inc.
3.31*	Articles of Incorporation of Micro-Metrics, Inc.
3.32*	Amended and Restated Bylaws of Micro-Metrics, Inc.
3.33*	Certificate of Incorporation of Aeroflex Properties Corp.
3.34*	Bylaws of Aeroflex Properties Corp.
3.35*	Certificate of Incorporation of Comar Products, Inc.
3.36*	Bylaws of Comar Products, Inc.
3.37*	Certificate of Incorporation of Aeroflex International Inc.
3.38*	Bylaws of Aeroflex International Inc.
4.1*	Indenture, dated as of August 7, 2008, by and among Aeroflex Incorporated, the Guarantor Subsidiaries and The Bank of New York Mellon, as trustee.
4.2	Form of 11.75% Senior Notes due February 15, 2015 (included in Exhibit 4.1)
4.3	Form of Regulation S Temporary Global 11.75% Senior Notes due February 15, 2015 (included in Exhibit 4.1)
4.4*	Exchange and Registration Rights Agreement, dated August 7, 2008, by and among Aeroflex Incorporated, the Guarantor Subsidiaries and Goldman, Sachs & Co.
4.5	Form of Notation of Guarantee (included in Exhibit 4.1).
5.1*	Opinion of Moomjian, Waite, Wactlar & Coleman, LLP
10.1	Employment Agreement between Aeroflex Incorporated and Harvey R. Blau (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
10.2	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and Harvey R.  Blau, effective September 1, 1999 (incorporated by reference to Exhibit 10.17 to the Registrant’s  Annual  Report on Form 10-K for the fiscal year ended June 30, 2000).
10.3	Amendment No. 2 to Employment Agreement between Aeroflex Incorporated and Harvey R.  Blau, effective August 13, 2001 (incorporated by reference to Exhibit 10.16 to the Registrant’s  Annual Report on Form 10-K for the fiscal year ended June 30, 2001).
10.4	Amendment No. 3 to Employment Agreement between Aeroflex Incorporated and Harvey R.  Blau, effective November 8, 2001 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).

II-9

10.5	Executive Employment Agreement between Aeroflex Incorporated and John Adamovich, Jr.,  dated November 9, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’ s Current  Report on Form 8-K filed on November 15, 2005).
10.6	Employment Agreement between Aeroflex Incorporated and Charles Badlato, dated November 6,  2003 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form  10-Q for the quarter ended December 31, 2003).
10.7	Employment Agreement between Aeroflex Incorporated and Carl Caruso, dated November 6,  2003 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form  10-Q for the quarter ended December 31, 2003).
10.8	Amendment No. 4 to Employment Agreement between Aeroflex Incorporated and Harvey R.  Blau, effective as of May 13, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
10.9	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and Carl Caruso, dated March 11, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s  Current  Report on Form 8-K filed March 31, 2005).
10.10	Amendment No. 5 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective August 17, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s  Current Report on Form 8-K filed August 17, 2005).
10.11	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and John  Adamovich, Jr., effective November 21, 2006 (incorporated by reference to Exhibit 10.4 to the   Registrant’s Current Report on Form 8-K filed November 22, 2006).
10.12	Amendment No. 6 to Employment Agreement between Aeroflex Incorporated and Harvey R.  Blau, effective November 21, 2006 (incorporated by reference to Exhibit 10.2 to the Registrant’s  Current Report on Form 8-K filed November 22, 2006).
10.13	Amendment No. 2 to Employment Agreement between Aeroflex Incorporated and John  Adamovich, Jr., effective December 1, 2006 (incorporated by reference to Exhibit 10.1 to the  Registrant’s Current Report on Form 8-K filed February 2, 2007).
10.14*	Stock Purchase Agreement, dated as of April 2007, among Aeroflex Incorporated, Micro-Metrics,  Inc. and the stockholders set forth therein.
10.15*	Employment Agreement between Aeroflex Incorporated and Leonard Borow, dated August 15,  2007.
10.16*	Employment Agreement between Aeroflex Incorporated and John E. Buyko, dated August 15,  2007.
10.17*	Credit and Guaranty Agreement, dated as of August 15, 2007, among Aeroflex Incorporated (as  successor to AX Acquisition Corp.), AX Holding Corp., the Guarantor Subsidiaries, the lenders  party thereto and Goldman Sachs Credit Partners L.P.
10.18*	Pledge and Security Agreement, dated as of August 15, 2007, by the grantors party thereto in  favor of Goldman Sachs Credit Partners L.P., as collateral agent.
10.19*	Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated August 15, 2007, among  Aeroflex Incorporated (as successor to AX Acquisition Corp.), AX Holding Corp., the Guarantor  Subsidiaries, the lenders party thereto, and Goldman Sachs Credit Partners L.P.
10.20*	Advisory Services Agreement, dated August 15, 2007, by and among VGG Holding LLC, AX  Holding Corp., Aeroflex Incorporated, Veritas Captial Fund Management, L.L.C., GGC  Administration and Goldman, Sachs & Co.
10.21*	Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007,  among Aeroflex Incorporated, certain subsidiaries of Aeroflex Incorporated, the lenders party  thereto and Goldman Sachs Credit Partners L.P.
10.22*	Series A-1 Preferred Stock Purchase Agreement, dated October 1, 2007, by and between Test  Evolution Corporation, Lev Alperovich, and Aeroflex Incorporated.
10.23*	Amendment No. 2 to Employment Agreement between Aeroflex Incorporated and Carl Caruso,  effective December 17, 2007.
10.24*	Stock Purchase Agreement, dated as of May 15, 2008, between Aeroflex Incorporated and STAR  Dynamics Holdings, LLC and TAZ Ventures, LLC.
10.25*	Share Purchase Agreement, dated as of June 30, 2008, between Aeroflex Incorporated and the  Sellers named therein regarding the shares in Gaisler Research AB.
10.26*	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and Charles  Badlato, effective July 31, 2008.

II-10

12.1*	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1*	Subsidiaries of Aeroflex Incorporated.
23.1	Consent of Moomjian, Waite, Wactlar & Coleman, LLP (included in Exhibit 5.1).
23.2*	Consent of KPMG LLP.
24.1	Powers of Attorney (included on signature pages of Part II to this Registration Statement).
25.1*	Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon Corporation, as Trustee.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery for Outstanding 11.75% Senior Notes due 2015 in exchange for registered 11.75% Senior Notes due 2015.

___________________________

*Filed herewith

Item 22. Undertakings

The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

            (2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(1)           The undersigned Registrant hereby undertakes as follows:  that  prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)           The registrant undertakes that every prospectus: (i) that is filed pursuant to the paragraph immediately preceding or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-11

The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

           The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-12

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX INCORPORATED
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Senior Vice President, Chief Financial
	Officer and Secretary
	(Principal Financial Officer and  Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Incorporated hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. McKeon	Chairman of the Board	December 9, 2008
Robert B. McKeon
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ Leonard Borow	Director, President and Chief Executive Officer	December 9, 2008
Leonard Borow
/s/ John E. Buyko	Director, Executive Vice	December 9, 2008
John E. Buyko	President

II-13

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX COLORADO SPRINGS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Chief Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Colorado Springs, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and	December 9, 2008
Leonard Borow	Secretary

II-14

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX HIGH SPEED TEST SOLUTIONS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Chief Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex High Speed Test Solutions, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President	December 9, 2008
Leonard Borow

II-15

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX/INMET, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	Vice President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex/Inmet, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, Vice President and	December 9, 2008
Leonard Borow	Secretary

II-16

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Plainview, State of New York, on December 9, 2008.

AEROFLEX/KDI, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	Vice President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex/KDI, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, Vice President and	December 9, 2008
Leonard Borow	Secretary

II-17

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX/METELICS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	Vice President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice Preisent
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex/Metelics, Inc. hereby appoint Leonard Borow and John Adamovich,  Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, Vice President and	December 9, 2008
Leonard Borow	Secretary

II-18

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX MICROELECTRONIC SOLUTIONS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	Vice President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Microelectronic Solutions, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, Vice President and	December 9, 2008
Leonard Borow	Secretary

II-19

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX PLAINVIEW, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Plainview, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and	December 9, 2008
Leonard Borow	Secretary

II-20

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX/WEINSCHEL, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex/Weinschel, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and	December 9, 2008
Leonard Borow	Secretary

II-21

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX WICHITA, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Wichita, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-22

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plainview, State of New York, on December 9, 2008.

IFR FINANCE, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of IFR Finance, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-23

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plainview, State of New York, on December 9, 2008.

IFR SYSTEMS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of IFR Systems, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-24

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

MCE ASIA, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of MCE Asia, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-25

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AIF CORP.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of AIF Corp. hereby appoint Leonard Borow and Charles Badlato or either of them, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-26

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX BLOOMINGDALE, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Bloomingdale, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-27

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on December 9, 2008.

MICROMETRICS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of MicroMetrics, Inc. hereby appoint Leonard Borow and John Adamovich, Jr. or either of them as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and Secretary	December 9, 2008
Leonard Borow

II-28

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX PROPERTIES CORP.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex Properties Corp. hereby appoint Leonard Borow and Charles Badlato or either of them, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director Secretary	December 9, 2008
Leonard Borow

II-29

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plainview, State of New York, on December 9, 2008.

COMAR PRODUCTS, INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Comar Products, Inc. hereby appoint Leonard Borow and Charles Badlato or either of them, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, President and	December 9, 2008
Leonard Borow	Secretary

II-30

           Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plainview, State of New York, on December 9, 2008.

AEROFLEX INTERNATIONAL INC.
By:	/s/ Leonard Borow
Name:	Leonard Borow
Title:	President and Secretary
	(Principal Executive Officer)
By:	/s/ John Adamovich, Jr.
Name:	John Adamovich, Jr.
Title:	Vice President
	(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Aeroflex International Inc. hereby appoint Leonard Borow and Charles Badlato or either of them, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of, the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with  the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh D. Evans	Director	December 9, 2008
Hugh D. Evans
/s/ Robert B. McKeon	Director	December 9, 2008
Robert B. McKeon
/s/ Ramzi M. Musallaam	Director	December 9, 2008
Ramzi M. Musallam
/s/ John E. Buyko	Director	December 9, 2008
John E. Buyko
/s/ Leonard Borow	Director, Secretary	December 9, 2008
Leonard Borow

II-31

EXHIBIT INDEX

Exhibit No.	Exhibit Description
1.1*	Purchase Agreement, dated August 4, 2008, among Aeroflex Incorporated, the Guarantors set forth therein (the “Guarantor Subsidiaries”), and Goldman, Sachs & Co.
2.1	Agreement and Plan of Merger, dated as of May 25, 2007, among Aeroflex Incorporated, AX Holding Corp. and AX Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 29, 2007).
3.1	Amended and Restated Certificate of Incorporation of Aeroflex Incorporated (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed August 17, 2007).
3.2	Bylaws of Aeroflex Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed August 17, 2007).
3.3*	Certificate of Incorporation of Aeroflex Colorado Springs, Inc.
3.4*	Bylaws of Aeroflex Colorado Springs, Inc.
3.5*	Certificate of Incorporation of Aeroflex High Speed Test Solutions, Inc.
3.6*	Bylaws of Aeroflex High Speed Test Solutions, Inc.
3.7*	Articles of Incorporation of Aeroflex/Inmet, Inc.
3.8*	Bylaws of Aeroflex/Inmet, Inc.
3.9*	Articles of Incorporation of Aeroflex/KDI, Inc.
3.10*	Bylaws of Aeroflex/KDI, Inc.
3.11*	Articles of Incorporation of Aeroflex/Metelics, Inc.
3.12*	Bylaws of Aeroflex/Metelics, Inc.
3.13*	Articles of Incorporation of Aeroflex Microelectronic Solutions, Inc.
3.14*	Bylaws of Aeroflex Microelectronic Solutions, Inc.
3.15*	Certificate of Incorporation of Aeroflex Plainview, Inc.
3.16*	Bylaws of Aeroflex Plainview, Inc.
3.17*	Articles of Incorporation of Aeroflex/Weinschel, Inc.
3.18*	Bylaws of Aeroflex/Weinschel, Inc.
3.19*	Amended and Restated Certificate of Incorporation of Aeroflex Wichita, Inc.
3.20*	Bylaws of Aeroflex Wichita, Inc.
3.21*	Articles of Incorporation of IFR Finance, Inc.
3.22*	Bylaws of IFR Finance, Inc.
3.23*	Amended and Restated Certificate of Incorporation of IFR Systems, Inc.
3.24*	Bylaws of IFR Systems, Inc.
3.25*	Articles of Organization of MCE Asia, Inc.
3.26*	Bylaws of MCE Asia, Inc.
3.27*	Certificate of Incorporation of AIF Corp.
3.28*	Bylaws of AIF Corp.
3.29*	Certificate of Incorporation of Aeroflex Bloomingdale, Inc.
3.30*	Bylaws of Aeroflex Bloomingdale, Inc.
3.31*	Articles of Incorporation of Micro-Metrics, Inc.
3.32*	Amended and Restated Bylaws of Micro-Metrics, Inc.
3.33*	Certificate of Incorporation of Aeroflex Properties Corp.
3.34*	Bylaws of Aeroflex Properties Corp.
3.35*	Certificate of Incorporation of Comar Products, Inc.
3.36*	Bylaws of Comar Products, Inc.
3.37*	Certificate of Incorporation of Aeroflex International Inc.
3.38*	Bylaws of Aeroflex International Inc.
4.1*	Indenture, dated as of August 7, 2008, by and among Aeroflex Incorporated, the Guarantor Subsidiaries and The Bank of New York Mellon, as trustee.
4.2	Form of 11.75% Senior Notes due February 15, 2015 (included in Exhibit 4.1)
4.3	Form of Regulation S Temporary Global 11.75% Senior Notes due February 15, 2015 (included in Exhibit 4.1)
4.4*	Exchange and Registration Rights Agreement, dated August 7, 2008, by and among Aeroflex Incorporated, the Guarantor Subsidiaries and Goldman, Sachs & Co.
4.5	Form of Notation of Guarantee (included in Exhibit 4.1).

II-32

5.1*	Opinion of Moomjian, Waite, Wactlar & Coleman, LLP
10.1	Employment Agreement between Aeroflex Incorporated and Harvey R. Blau (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
10.2	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective September 1, 1999 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual  Report on Form 10-K for the fiscal year ended June 30, 2000).
10.3	Amendment No. 2 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective August 13, 2001 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001).
10.4	Amendment No. 3 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective November 8, 2001 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
10.5	Executive Employment Agreement between Aeroflex Incorporated and John Adamovich, Jr., dated November 9, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’ s Current Report on Form 8-K filed on November 15, 2005).
10.6	Employment Agreement between Aeroflex Incorporated and Charles Badlato, dated November 6, 2003 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003).
10.7	Employment Agreement between Aeroflex Incorporated and Carl Caruso, dated November 6, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003).
10.8	Amendment No. 4 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective as of May 13, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
10.9	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and Carl Caruso, dated March 11, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s  Current Report on Form 8-K filed March 31, 2005).
10.10	Amendment No. 5 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective August 17, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 17, 2005).
10.11	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and John Adamovich, Jr., effective November 21,  2006 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 22, 2006).
10.12	Amendment No. 6 to Employment Agreement between Aeroflex Incorporated and Harvey R. Blau, effective November 21, 2006 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 22, 2006).
10.13	Amendment No. 2 to Employment Agreement between Aeroflex Incorporated and John Adamovich, Jr., effective December 1, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 2, 2007).
10.14*	Stock Purchase Agreement, dated as of April 2007, among Aeroflex Incorporated, Micro-Metrics, Inc. and the stockholders set forth therein.
10.15*	Employment Agreement between Aeroflex Incorporated and Leonard Borow, dated August 15,
	2007.
10.16*	Employment Agreement between Aeroflex Incorporated and John E. Buyko, dated August 15,
	2007.
10.17*	Credit and Guaranty Agreement, dated as of August 15, 2007, among Aeroflex Incorporated (as successor to AX Acquisition Corp.), AX Holding Corp., the Guarantor Subsidiaries, the lenders party thereto and Goldman Sachs Credit Partners L.P.
10.18*	Pledge and Security Agreement, dated as of August 15, 2007, by the grantors party thereto in favor of Goldman Sachs Credit Partners L.P., as collateral agent.
10.19*	Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated August 15, 2007, among Aeroflex Incorporated (as successor to AX Acquisition Corp.), AX Holding Corp., the Guarantor Subsidiaries, the lenders party thereto, and Goldman Sachs Credit Partners L.P.
10.20*	Advisory Services Agreement, dated August 15, 2007, by and among VGG Holding LLC, AX Holding Corp., Aeroflex Incorporated, Veritas Captial Fund Management, L.L.C., GGC Administration and Goldman, Sachs & Co.

II-33

10.21*	Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007, among Aeroflex Incorporated, certain subsidiaries of Aeroflex Incorporated, the lenders party thereto and Goldman Sachs Credit Partners L.P.
10.22*	Series A-1 Preferred Stock Purchase Agreement, dated October 1, 2007, by and between Test Evolution Corporation, Lev Alperovich, and Aeroflex Incorporated.
10.23*	Amendment No. 2 to Employment Agreement between Aeroflex Incorporated and Carl Caruso, effective December 17, 2007.
10.24*	Stock Purchase Agreement, dated as of May 15, 2008, between Aeroflex Incorporated and STAR Dynamics Holdings, LLC and TAZ Ventures, LLC.
10.25*	Share Purchase Agreement, dated as of June 30, 2008, between Aeroflex Incorporated and the Sellers named therein regarding the shares in Gaisler Research AB.
10.26*	Amendment No. 1 to Employment Agreement between Aeroflex Incorporated and Charles Badlato, effective July 31, 2008.
12.1*	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1*	Subsidiaries of Aeroflex Incorporated.
23.1	Consent of Moomjian, Waite, Wactlar & Coleman, LLP (included in Exhibit 5.1).
23.2*	Consent of KPMG LLP.
24.1	Powers of Attorney (included on signature pages of Part II to this Registration Statement).
25.1*	Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon Corporation, as Trustee.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery for Outstanding 11.75% Senior Notes due 2015 in exchange for registered 11.75% Senior Notes due 2015.

___________________________

*Filed herewith

II-34

EX-1.1

Execution Version

AEROFLEX INCORPORATED

11.75% Senior Notes due 2015

Purchase Agreement(the “Agreement”)

August 4, 2008

Goldman, Sachs & Co.

85 Broad Street,

New York, New York 10004

Ladies and Gentlemen:

Aeroflex Incorporated,a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) an aggregate of $225.0 million principal amount of 11.75% Senior Notes due 2015, as specified above (the “Securities”). The Securities are to be issued pursuant to an indenture (the “Indenture”) among the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”). The Securities will be unconditionally guaranteed as to the payment of principal, premium and interest (including special interest, if any), (the “Guarantees”), by the parties listed in Schedule III hereto(each a “Guarantor,” and collectively, the “Guarantors”).

As described in the Offering Circular, proceeds from the issuance and sale of the Securities will be used to refinance the Company’s $225.0 million exchangeable senior unsecured credit facility.

1. The Company and the Guarantors, as of the date hereof and as of the Time of Delivery (as defined herein), jointly and severally, represent and warrant to, and agree with the Purchaser that:

(a) A preliminary offering circular, dated July 29, 2008 (the “Preliminary Offering Circular”) and anoffering circular, dated August 4, 2008 (the “Offering Circular”), have been prepared in connection with the offering of the Securities. The Preliminary Offering Circular, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(b)), is hereinafter referred to as the “Pricing Circular.” Any reference to the Preliminary Offering Circular, the Pricing Circular or the Offering Circular shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company prior to the completion of the distribution of the Securities. The Preliminary Offering Circular or theOffering Circular and any amendments or supplements thereto did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Purchaser expressly for use therein;

(b) For the purposes of this Agreement, the “Applicable Time” is 3:00 p.m. (Eastern time) on the date of this Agreement; the Pricing Circular as supplemented by the information set forth in Schedule II hereto, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Company Supplemental Disclosure Document (as defined in Section 6(a)(i)) listed on Schedule I(b) heretodoes not conflict with the information contained in the Pricing Circular or the Offering Circular and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in a Company Supplemental Disclosure Document in reliance upon and in conformity with information furnished in writing to the Company by the Purchaser expressly for use therein;

(c) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Pricing Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Circular; and, since the respective dates as of which information is given in the Pricing Circular, there has not been any change in the capital stock or other equity interests or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company or its subsidiaries, other than as set forth or contemplated in the Pricing Circular;

(d) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement and the Securities, as applicable;

(e) Each Guarantor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement and the Guarantees;

(f) At the Time of Delivery, each of the Company’s subsidiaries that is formed under the laws of the United States or any state of the United States or the District of Columbia other than Test Evolution Corporation is named as a Guarantor under this Agreement and is a guarantor of the Securities;

(g) Other than as disclosed in the Offering Circular, the Company does not own capital stock or other equity interests of any corporation or entity other than the Guarantors, which would be required by the Indenture to be a Guarantor thereunder;

(h) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Circular or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not individually or in the aggregate have a material adverse effect on the business, prospects, condition (financial or otherwise), earnings or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;

(i) Each of the Company and each of the Guarantors has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with power and authority to own or lease its properties and conduct its business as described in the Pricing Circular, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction, except where the failure to be so qualified or in good standing in any such jurisdiction would not individually or in the aggregate, result in a Material Adverse Effect; and each subsidiary of the Company that is not a Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, except where the failure to be in good standing in any such jurisdiction would not individually or in the aggregate, result in a Material Adverse Effect;

(j) The Company has a capitalization as set forth in the Pricing Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (and except for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except as disclosed in the Pricing Circular;

(k) The Securities have been duly authorized by the Company and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture under which they are to be issued; the Indenture has been duly authorized and, when executed and delivered by the Company, the Guarantors and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); and the Securities and the Indenture will conform to the descriptions thereof in thePricing Disclosure Package and theOffering Circular in all material respects and will be in substantially the form previously delivered to you;

(l) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors; and, assuming due authorization, execution and delivery by the Purchaser, constitutes the valid and binding agreement of each of the Company and the Guarantors, enforceable against each of them in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); provided that no representation is made with respect to Section 6 of the Registration Rights Agreement relating to indemnification and contribution;

(m) The Guarantees have been duly authorized by each of the Guarantors and, when issued and delivered by the Guarantors, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of each of the Guarantors, entitled to the benefits provided by the Indenture under which they are to be issued, which will be substantially in the form previously delivered to you as an exhibit to the form of the Indenture, and enforceable against them in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

(n) The exchange and registration rights agreement to be dated as of the Time of Delivery, among the Company, the Guarantors and the Purchaser (the “Registration Rights Agreement”) has been duly authorized by the Company and each of the Guarantors, and, as of the Time of Delivery, will have been duly executed and delivered by the Company and each of the Guarantors, and (assuming due authorization, execution and delivery by the other parties thereto) will constitute a valid and legally binding obligation of the Company and each of the Guarantors, enforceable against them in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); provided that no representation is made with respect to Section 6 of the Registration Rights Agreement relating to indemnification and contribution;

(o) The Exchange Securities (as defined herein) have been duly authorized for issuance by the Company, and when executed, authenticated, issued and delivered pursuant to this Agreement, the Indenture and the Registration Rights Agreement, will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

(p) The guarantees of the Company’s obligations under the Exchange Securities (the “Exchange Guarantees”) to be offered in exchange for the Guarantees in the Exchange Offer have been duly authorized by each of the Guarantors, and, when duly executed, issued and delivered, will constitute valid and legally binding obligations of such Guarantors, entitled to the benefits provided by the Indenture under which they are to be issued, which will be substantially in the form previously delivered to you as an exhibit to the form of Indenture, and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);

(q) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any regulation promulgated thereunder, including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System;

(r) Prior to the date hereof, none of the Company, the Guarantors nor any affiliate thereof has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company or any Guarantor in connection with the offering of the Securities and the Guarantees;

(s) The issue and sale of the Securities and the Guarantees, compliance by each of the Company and the Guarantors with all of the provisions of the Securities, the Guarantees, the Indenture, the Registration Rights Agreement and this Agreement (collectively, the “Operative Documents”), and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except such as will not individually or in the aggregate have a Material Adverse Effect), (ii) nor will such action result in any violation of the provisions of the charter, by-laws, operating agreement or other organizational documents of the Company or any of its subsidiaries or (iii) result in any violation of the provisions of any law or statute or any order, rule or regulation, judgment or decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities and the Guarantees or the consummation by the Company or the Guarantors of the transactions contemplated by the Operative Documents, except for (A) the filing of a registration statement by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the“Act”) pursuant to the Registration Rights Agreement, (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchaser or (C) any consents, approvals, authorizations, orders, registrations, qualifications or other actions that have been, or prior to the Time of Delivery will be, obtained, waived or made;

(t) Neither the Company nor any of its subsidiaries is (i) in violation of its charter, by-laws, operating agreement or other organizational documents or (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for any defaults under clause (ii) above that would not, individually or in the aggregate, have a Material Adverse Effect;

(u) The statements set forth in the Pricing Circular and the Offering Circular under the caption “Description of Notes”, insofar as they purport to constitute a summary of the terms of the Securities, the Guarantees and the Indenture, and under the captions “Description of Other Indebtedness” and “Certain United States Federal Income Tax Considerations,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(v) Except as set forth in the Pricing Circular, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(w) When the Securities and the Guarantees are issued and delivered pursuant to this Agreement and the Indenture, neither the Securitiesnor the Guarantees will be of the same class (within the meaning of Rule 144A under the Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(x) Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, none of them will be an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”);

(y) Assuming the accuracy of the representations, warranties and agreements of the Purchaser contained in this Agreement, neither the Company nor any of its subsidiaries nor any person acting on its or their behalf (other than the Purchaser and its affiliates as to whom the Company and the Guarantors make no representation) has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Securities Act, and the Company, its subsidiaries, any affiliate of the Company or its subsidiaries, and any person acting on its or their behalf (other than the Purchaser and its affiliates as to whom the Company and the Guarantors make no representation) has complied with and will implement the “offering restriction” within the meaning of such Rule 902;

(z) Assuming the accuracy of the representations, warranties and agreements of the Purchaser contained in this Agreement, within the preceding six months, neither the Company nor any other person acting on its behalf (other than the Purchaser and its affiliates as to whom the Company and the Guarantors make no representation) has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchaser hereunder. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities and the Guarantees has been completed (as notified to the Company by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act;

(aa) KPMG LLP, who have certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder;

(bb) The market-related and industry data included in the Pricing Circular and the Offering Circular are based upon estimates by the Company derived from sources which the Company believes to be reliable and accurate in all material respects;

(cc) The consolidated historical financial statements, together with related notes forming part of the Pricing Circular and the Offering Circular (and any amendment or supplement thereto), present fairly in all material respects the consolidated financial position, results of operations and changes in cash flows of the Company and its subsidiaries on the basis stated in the Pricing Circular and the Offering Circular at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the selected consolidated financial data and summary financial data set forth in the Pricing Circular and the Offering Circular (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and its subsidiaries;

(dd) The pro forma financial statements included in the Pricing Circular and the Offering Circular have been prepared on a basis consistent with the historical financial statements of the Company and its subsidiaries and give effect to assumptions used in the preparation thereof on a reasonable basis and in good faith and present fairly the proposed transactions contemplated by the Pricing Circular and the Offering Circular; and such pro forma financial statements comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X of the Securities and Exchange Commission. The other pro forma financial and statistical information and data included in the Pricing Circular and the Offering Circular are, in all material respects, accurately presented and, where applicable, except as described in the Pricing Circular and the Offering Circular, prepared on a basis consistent with the pro forma financial statements;

(ee) To the Company’s knowledge, neither the Company nor any of its subsidiaries has violated any foreign, federal, state or local law or regulation relating to any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect;

(ff) Each certificate signed by any officer of the Company or any Guarantor and delivered to the Purchaser or counsel for the Purchaser shall be deemed to be a representation and warranty by such entity to the Purchaser as to the matters covered thereby;

(gg) TheCompanymaintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordancewith generally accepted accounting principles. The Company believes its internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting;

(hh) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Circular, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(ii) TheCompanymaintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act); such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and the Company believes such disclosure controls and procedures are effective;

(jj) The Company and each of its subsidiaries own or have the valid right to use all trademarks, service marks, trade names, trade secrets, inventions, know-how, patents, copyrights, confidential information and other intellectual property and proprietary rights (collectively, “intellectual property rights”) necessary for or used in the conduct their respective businesses as presently being conducted and as described in the Pricing Circular and the Offering Circular, except where lack of ownership or possession of such intellectual property rights could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of any claim alleging that the Company or any of its subsidiaries infringes, misappropriates, dilutes, violates or otherwise conflicts in any material respect with the rights of others, except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, no third party has infringed, misappropriated, diluted, violated or otherwise come into conflict with in any material respect any intellectual property rights of the Company or any of its subsidiaries, and no claims for any of the foregoing have been brought against any third party by the Company or its subsidiaries;

(kk) Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Company nor any subsidiary is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), natural resources or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or by-products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of, or exposure to, Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their respective businesses and facilities (“Environmental Permits”) and are each in compliance with their requirements, (iii) no material expenditures will be required to maintain compliance with applicable Environmental Laws or Environmental Permits; (iv) there are no pending, or to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (v) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any subsidiary relating to Hazardous Materials or Environmental Laws;

The Company and each of the Guarantors acknowledge that the Purchaser and, for purposes of the opinions to be delivered to the Purchaser pursuant to Section 8 hereof, counsel to the Purchaser will rely upon the accuracy and truth of the foregoing representations and hereby consent to such reliance.

2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, at a purchase price of 100% of the principal amount thereof, plus accrued interest, if any, from August 7, 2008 to the Time of Delivery hereunder, $225.0 million in aggregate principal amount of Securities (and the Guarantees thereof).

3. Upon the authorization by the Company of the release of the Securities and the Guarantees, the Purchaser proposes to offer the Securities and the Guarantees for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and the Purchaser hereby represents and warrants to, and agrees with the Company and the Guarantors that:

(a) It will offer and sell the Securities only to:(i) persons who it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A or (ii) upon the terms and conditions set forth in Annex I to this Agreement;

(b) It is an Institutional Accredited Investor; and

(c) It will not offer or sell the Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

4. (a) The Securities to be purchased by the Purchaser hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities and the Guarantees to the Purchaser, for the account of the Purchaser, against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer in Federal (same day) funds to an account designated by the Company, by causing DTC to credit the Securities and the Guarantees to the account of Goldman, Sachs & Co. at DTC. The Company will cause the certificates representing the Securities and the Guarantees to be made available to Goldman, Sachs & Co. for checking at least twenty-four hours prior to the Time of Delivery at the office of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022 (the “Closing Location”) The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on August 7, 2008 or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchaser pursuant to Section 8(i) hereof, will be delivered at such time and date at the Closing Location, and the Securities will be delivered at DTC or its designated custodian), all at the Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. The Company and the Guarantors, jointly and severally, agree with the Purchaser:

(a) To prepare the Offering Circular in a form approved by the Purchaser, to make no amendment or any supplement to the Offering Circular which shall be disapproved by the Purchaser promptly after reasonable notice thereof, and to furnish the Purchaser with copies thereof;

(b) Promptly from time to time to take such action as the Purchaser may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as they may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith none of the Company or the Guarantors shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) To furnish the Purchaser with writtenand electronic copies of the Offering Circular and each amendment or supplement thereto with the independent accountants’ reports in the Offering Circular, and any amendment or supplement containing amendments to the financial statements covered by such reports, signed by the accountants, in such quantities as the Purchaser may from time to time reasonably request, and if, at any time prior to the expiration of nine months after the date of the Offering Circular, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Offering Circular, to notify the Purchaser and upon the Purchaser’s request to prepare and furnish without charge to the Purchaser and to any dealer in securities as many writtenand electronic copies as they may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such compliance;

(d) During the period beginning from the date hereof and continuing until the date that is 90 days after the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities without the prior written consent of the Purchaser;

(e) Not to be or become, at any time prior to the expiration of two years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(f) At any time when the Securities are outstanding and the Company is not subject to Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

(g) To use its best efforts to cause such Securities to be eligible for the PORTAL trading system of the Financial Industry Regulatory Authority, Inc.;

(h) Except for such documents that are publicly available on the Commission's Electronic Data Gathering Analyses and Retrieval System, to furnish to the holders of the Securities as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Circular), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail, unless the delivery of such information is otherwise required by and such information is furnished under the terms of the Indenture;

(i) During the period of two years after the Time of Delivery, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securitieswhich constitute “restricted securities” under Rule 144 that have been reacquired by any of them;

(j) The Company shall file and use all commercially reasonable efforts to cause to be declared or become effective under the Securities Act, on or prior to 270 days after the Time of Delivery, a registration statement on Form S-4 providing for the registration of (i) another series of debt securities of the Company, with terms identical to the Securities (the “Exchange Securities”), and the exchange of the Securities for the Exchange Securities, all in a manner which will permit persons who acquire the Exchange Securities to resell the Exchange Securities pursuant to Section 4(1) of the Securities Act;

(k) To use the net proceeds received by the Company from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Circular under the caption “Use of Proceeds”;

(l) To do and perform all things required to be done and performed under the Operative Documents prior to and after the Time of Delivery; and

(m) To obtain the approval of DTC for “book-entry” transfer of the Securities and to comply with all of its agreements set forth in the representation letter of the Company to DTC relating to the approval of the Securities by DTC for “book-entry transfer and to permit the Securities to be eligible for clearance and settlement through DTC.

6.

(a) (i) The Company represents and agrees that, without the prior consent of the Purchaser, it has not made and will not make any offer relating to the Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Act with the Commission, would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Act (any such offer is hereinafter referred to as a “Company Supplemental Disclosure Document”);

(ii) the Purchaser represents and agrees that, without the prior consent of the Company, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of securities, it has not made and will not make any offer relating to the Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Act with the Commission, would constitute a “free writing prospectus,” as defined in Rule 405 under the Act (any such offer (other than any such term sheets), is hereinafter referred to as a “Purchaser Supplemental Disclosure Document”); and

(iii)any Company Supplemental Disclosure Document or Purchaser Supplemental Disclosure Document, as applicable, the use of which has been consented to by the Company and the Purchaser is listed on Schedule I(b) hereto;

7. The Company and each of the Guarantors, jointly and severally, covenants and agrees with the Purchaser that the Company and each of the Guarantors will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the issue of the Securities and the Guarantees and all other expenses in connection with the preparation, printing and filing of the Preliminary Offering Circular and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchaser and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, the Registration Rights Agreement, the Blue Sky and legal investment surveys, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securitiesfor offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Purchaser in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities and the Guarantees; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vii) any cost incurred in connection with the designation of the Securities for trading in PORTAL; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 11 hereof, the Purchaser will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Securitiesby it, roadshow costs and any advertising expenses connected with any offers it may make.

8. The obligations of the Purchaser hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Company and the Guarantors herein are, at and as of the Time of Delivery, true and correct, the condition that the Company and the Guarantors shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) Latham & Watkins LLP, counsel for the Purchaser, shall have furnished to the Purchaser their written opinions and negative assurance letter, in each case, dated the Time of Delivery, with respect to such matters as the Purchaser may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(b) Schulte Roth & Zabel LLP, counsel for the Company and the Guarantors, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex II hereto;

(c) Dykema Gossett PLLC, Michigan local counsel for the Company and the Guarantors, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex III hereto;

(d) On the date of the Offering Circular prior to the execution of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to the Purchaser, to the effect set forth in Annex IV hereto;

(e) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Circular any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Circular, and (ii) since the respective dates as of which information is given in the Pricing Circular there shall not have been any change in the capital stock or other equity interests or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Circular, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Purchaser so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Offering Circular;

(f) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(g) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Purchaser makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Circular;

(h) The Securities have been designated for trading on PORTAL^SM;

(i) The Company and the Guarantors shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of each of the Company and each of the Guarantors reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company and the Guarantors herein at and as of such Time of Delivery, and after giving effect to the consummation of the transactions contemplated by the Operative Documents, as to the performance by the Company and the Guarantors of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsection (e) and (f) of this Section and as to such other matters as you may reasonably request; and

(j) The Company and each of the Guarantors shall have delivered executed copies of the Securities, the Guarantees, the Indenture and the Registration Rights Agreement to the Purchaser prior to or concurrently with the issuance of the Securities.

9. (a) The Company and each of the Guarantors, will, jointly and severally, indemnify and hold harmless the Purchaser against any losses, claims, damages or liabilities, joint or several, to which the Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Pricing Circular or the Offering Circular or any amendment or supplement thereto, any Company Supplemental Disclosure Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse the Purchaser for any legal or other expenses reasonably incurred by the Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Circular, the Pricing Circular or the Offering Circular or any such amendment or supplement, or any Company Supplemental Disclosure Document, in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use therein.

(b) The Purchaser will indemnify and hold harmless the Company and each Guarantor against any losses, claims, damages or liabilities to which the Company or any Guarantor may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Pricing Circular and the Offering Circular, or any amendment or supplement thereto, or any Company Supplemental Disclosure Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular, the Pricing Circular and the Offering Circular or any such amendment or supplement, or any Company Supplemental Disclosure Document, in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use therein; and will reimburse the Company and any Guarantor for any legal or other expenses reasonably incurred by the Company and any Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. The indemnifying party shall not be required to indemnify the indemnified party for any amount paid or payable by the indemnified party in the settlement or compromise of, or entry into any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder without the written consent of the indemnifying party, which consent shall not be unreasonably withheld.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Purchaser on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantors on the one hand and the Purchaser on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Purchaser on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Purchaser, therefrom, in each case as set forth in the Offering Circular. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantors on the one hand or the Purchaser on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors and the Purchaser agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which the Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(e) The obligations of the Company and the Guarantors under this Section 9 shall be in addition to any liability which the Company and the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to any affiliate of the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Act; and the obligations of the Purchaser under this Section 9 shall be in addition to any liability which the Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantors and to each person, if any, who controls the Company or the Guarantors within the meaning of the Act.

10. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Guarantors and the Purchaser, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by the Purchaser or any controlling person of the Purchaser, or the Company, the Guarantors or any officer or director or controlling person of the Company, or any Guarantor and shall survive delivery of and payment for the Securities.

11. If the Securities and the Guarantees are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Purchaser for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Purchaser in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to the Purchaser except as provided in Sections 7 and 9 hereof.

12. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchaser shall be delivered or sent by mail, telex or facsimile transmission to Goldman, Sachs & Co., at One New York Plaza, 42^nd Floor, New York, New York 10004, Attention: Registration Department; and if to the Company or the Guarantors shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Offering Circular, Attention: John Adamovich, with a copy to Michael R. Littenberg, Esq., Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022; provided, however, that any notice to a Purchaser pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Purchaser at its address set forth in its Purchasers’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Purchaser is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its respective clients, as well as other information that will allow the Purchases to properly identify its clients.

13. This Agreement shall be binding upon, and inure solely to the benefit of, the Purchaser, the Company and the Guarantors and, to the extent provided in Sections 9 and 10 hereof, the officers and directors of the Company and the Guarantors and each person who controls the Company, the Guarantors or the Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securitiesfrom the Purchaser shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement.

15. Each of the Company and the Guarantors acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the Purchaser, on the other, (ii) in connection therewith and with the process leading to such transaction the Purchaser is acting solely as a principal and not the agent or fiduciary of the Company or any of the Guarantors, (iii) the Purchaser has not assumed an advisory or fiduciary responsibility in favor of any of the Company or the Guarantors with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Purchaser has advised or is currently advising any of the Company or the Guarantors on other matters) or any other obligation to any of the Company or the Guarantors except the obligations expressly set forth in this Agreement and (iv) the Company and the Guarantors have consulted their own legal and financial advisors to the extent they have deemed appropriate. Each of the Company and the Guarantors agree that it will not claim that the Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the Company or the Guarantors, in connection with such transaction or the process leading thereto.

16. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Purchaser with respect to the subject matter hereof.

17. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

18. Each of the Company, the Guarantors and the Purchaser hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

20. Notwithstanding anything herein to the contrary, the Company and the Guarantors (and their respective employees, representatives, and other agents) are authorized to disclose to any and all persons, the tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Purchaser imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax treatment” means U.S. federal and state income tax treatment, and “tax structure” is limited to any facts that may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Purchaser, the Company and the Guarantors.

[Signature Pages Follow]

Very truly yours,

Aeroflex Incorporated
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President and Chief Executive Officer
Aeroflex Colorado Springs, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex / Inmet, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex / KDI, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex / Metelics, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President

Signature page to Purchase Agreement

Aeroflex Microelectronic Solutions, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex Plainview, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex High Speed Test Solutions, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex / Weinschel, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex Wichita, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President

Signature page to Purchase Agreement

IFR Finance, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
IFR Systems, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
MCE Asia, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
AIF Corp.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex Bloomingdale, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President

Signature page to Purchase Agreement

Micro-Metrics, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex Properties Corp.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Secretary
Comar Products Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex International Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Secretary

Signature page to Purchase Agreement

Accepted as of the date hereof:
Goldman, Sachs & Co.
By	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

Signature page to Purchase Agreement

SCHEDULE I

(a) Additional Documents Incorporated by Reference:

None.

(b) Approved Supplemental Disclosure Documents:

None.

SI-1

SCHEDULE II

[See attached.]

SII-1

SCHEDULE III

Guarantors

Aeroflex Colorado Springs, Inc.

Aeroflex / Inmet, Inc.

Aeroflex / KDI, Inc.

Aeroflex / Metelics, Inc.

Aeroflex Microelectronic Solutions, Inc.

Aeroflex Plainview, Inc.

Aeroflex High Speed Test Solutions, Inc.

Aeroflex / Weinschel, Inc.

Aeroflex Wichita, Inc.

IFR Finance, Inc.

IFR Systems, Inc.

MCE Asia, Inc.

AIF Corp.

Aeroflex Bloomingdale, Inc.

Micro-Metrics, Inc.

Aeroflex Properties Corp.

Comar Products Inc.

Aeroflex International Inc.

SIII-1

ANNEX I

(1) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. The Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery, only in accordance with Rule 903 of Regulation S or Rule 144A under the Act. Accordingly, the Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. The Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.”

Terms used in this paragraph have the meanings given to them by Regulation S.

The Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.

(2) Notwithstanding the foregoing, Securities in registered form may be offered, sold and delivered by the Purchaser in the United States and to U.S. persons pursuant to Section 3 of this Agreement without delivery of the written statement required by paragraph (1) above.

(3) The Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. The Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. The Purchaser agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except in any such case with Goldman, Sachs & Co.’s express written consent and then only at its own risk and expense.

AI-1

ANNEX II

SCHULTE ROTH & ZABEL OPINION

[Provided under separate cover]

AII-1

ANNEX III

DYKEMA GOSSETT PLLC OPINION

[Provided under separate cover]

AIII-1

ANNEX IV

KPMG COMFORT LETTER

[Provided under separate cover]

AIV-1

EX-3.3

CERTIFICATE OF INCORPORATION

OF

UNITED TECHNOLOGIES MICROELECTRONICS CENTER, INC.

1. The name of the corporation is UNITED TECHNOLOGIES MICROELECTRONICS CENTER, INC.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such addressis The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5A. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
K. L. Husfelt	100 West Tenth Street
	Wilmington, Delaware 19801
B. A. Schuman	100 West Tenth Street
	Wilmington, Delaware 19801
E. L. Kinsler	100 West Tenth Street
	Wilmington, Delaware 19801

5B. The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Harry J. Gray	United Technologies Corporation
	Hartford, Connecticut 06101
Alexander M. Haig	United Technologies Corporation
	Hartford, Connecticut 06101
Stillman B. Brown	United Technologies Corporation
	Hartford, Connecticut 06101
Edward W. Large	United Technologies Corporation
	Hartford, Connecticut 06101
Peter L. Scott	United Technologies Corporation
	Hartford, Connecticut 06101
L. J. Sevin	Mostek Corporation
	1215 West Crosby Road
	Carrollton, Texas 75006

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware,as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 2nd day of July, 1980.

/s/ K. L. Husfelt

K. L. Husfelt

/s/ B. A. Schuman

B. A. Schuman

/s/ E. L. Kinsler

E. L. Kinsler

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

United Technologies Microelectronics Center, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted the following a resolution:

RESOLVED, the Board of Directors declares it advisable to change the name of the Corporation and proposes the Certificate of Incorporation of United Technologies Microelectronics Center, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is: UTMC Microelectronic Systems Inc.

SECOND:That in lieu of a meeting and vote of shareowners, the sole shareowner has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

The Certificate of Incorporation shall be effective on filing.

IN WITNESS WHEREOF, said United Technologies Microelectronics Center, Inc. has caused this certificate to be signed by and attested by Charles H. Ide, its President and Yaropolk R. Hladkyj, its Secretary, this 4th day October 1996.

United Technologies Microelectronics Center, Inc.

/s/ Charles H. Ide

Charles H. Ide

President

ATTEST:

/s/ Yaropolk R. Hladkyj

Yaropolk R. Hladkyj

CERTIFICATE OF MERGER

OF

HAMILTON STANDARD COMMERCIAL AIRCRAFT ELECTRONICS, INC.

INTO

UTMC MICROELECTRONIC SYSTEMS INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware, does hereby certify:

1.That the name and state of incorporation of each constituent corporation of the merger in as follows:

NAME	STATE OF INCORPORATION
UTMC Microelectronic Systems Inc.	Delaware
Hamilton Standard Commercial Aircraft Electronics, Inc.	Delaware

2.That an agreement of merger, effective December 31, 1996, between the parties to the merger (hereinafter "Agreement of Merger") has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of Delaware.

3.That the name of the surviving corporation of the merger is UTMC Microelectronic Systems Inc.

4.That the Certificate of Incorporation of UTMC Microelectronic Systems Inc., the surviving corporation, shall be the Certificate of Incorporation of UTMC Microelectronic Systems Inc., the constituent corporation, as in effect on the date of the merger.

5.That the executed Agreement of Merger is on file at the principal place of business of UTMC Microelectronic Systems Inc., the surviving corporation, located at 4350 Centennial Boulevard, Colorado Springs, CO 80907. The Agreement of Merger has been furnished to the shareowner of both constituent corporations.

6.The effective date of this certificate is January 1, 1997

UTMC Microelectronic Systems Inc.

/s/ Charles H. Ide

Charles H. Ide

President

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION OF

UTMC MICROELECTRONIC SYSTEMS INC.

UTMC MICROELECTRONIC SYSTEMS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of UTMC MICROELECTRONIC SYSTEMS INC., resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the corporation for consideration thereof.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a Special Meeting of Stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the following amendment:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article 1 of the Company's Certificate of Incorporation, so that, as amended said Article shall be and read as follows:

"1.The name of the corporation is AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC."

THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said UTMC MICROELECTRONIC SYSTEMS INC. has caused this certificate to be signed by Charles H. Ide, its President and Leonard Borow, its Secretary, this 1stday of May, 2000.

UTMC MICROELECTRONIC SYSTEMS INC.

/s/ Charles H. Ide

Charles H. Ide, President

ATTEST:
By:	/s/ Leonard Borow
Leonard Borow, Secretary

CERTIFICATE OF MERGER

OF

AEROFLEX TRILINK CORP.

INTO

AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware.

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
Aeroflex TriLink Corp.	California
Aeroflex UTMC Microelectronic Systems Inc.	Delaware

SECOND: That an agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is Aeroflex UTMC Microelectronic Systems Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of Aeroflex UTMC Microelectronic Systems Inc., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 35 South Service Road, Plainview, New York, 11803,

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving

corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares	Par value per share
Aeroflex TriLink Corp.	common	2,850,000	none

EIGHTH: That this Certificate of Merger shall be effective on June 30, 2002.

Dated: June 27, 2002

/s/ Michael Gorin
Aeroflex UTMC Microelectronic Systems Inc.
By:	Michael Gorin
	Vice President

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION OF

AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC.

AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC., resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the corporation for consideration thereof.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to adopt the following amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article 1 of the Company's Certificate of Incorporation, so that, as amended said Article shall be and read as follows:

"1.The name of the corporation is AEROFLEX COLORADO SPRINGS, INC."

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC. has caused this certificate to be signed by Leonard Borow, its President and Charles Badlato, its Assistant Secretary, this 29 day of August, 2003.

AEROFLEX UTMC MICROELECTRONIC SYSTEMS INC.
By:	/s/ Leonard Borow
Leonard Borow, President

ATTEST:
By:	/s/ Charles Badlato
Charles Badlato, Assistant Secretary

EX-3.4

UNITED TECHNOLOGIES MICROELECTRONICS CENTER, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in Colorado Springs, State of Colorado, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1981, shall be held on the fourth Tuesday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings_.of the stockholders, for any purpose or purposes unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders in the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than three nor more than seven. The first board shall consist of six directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successsor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the chairman of the board on one day’s notice to each director, either personally or by telephone, mail or telegram; special meetings shall be called by the chairman of the board or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the chairman of the board or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs in the corporation, and may authorize seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange ofall or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The director may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire hoard of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone or personally.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a chairman of the board, president, secretary, a treasurer and may choose one or more vice-presidents.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE CHAIRMAN OF THE BOARD

Section 6. The chairman of the board shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the board are carried into effect and shall perform such other duties as the board of directors shall prescribe. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

PRESIDENT

Section 7. The president of the corporation shall be the principal operating and administrative officer of the corporation. If there is no chairman of the board or during the absence or disability of the chairman of the board, he shall exercise all of the powers and discharge all of the duties of the chairman of the board. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall exercise all voting rights of the corporation with respect to any stock owned in any other corporation, including all subsidiaries and affiliates. He shall, in the absence of the chairman of the board, preside at all meetings of the stockholders and of the board of directors. He shall perform all such other duties as are incident to his office or are properly required of him by the board of directors.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice—president (or in the event there be more than one vice-president, the vice-presidents in the order designate by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and where so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit^. of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall, have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or togive the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-lay may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt,amend or repeal by-laws.

EX-3.5

AEROFLEX HIGH SPEED TEST SOLUTIONS, INC.

CERTIFICATE OF INCORPORATION

FIRST: The name of this corporation shall be Aeroflex High Speed Test Solutions, Inc. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD: The purpose or purposes of the Corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which this Corporation is authorized to issue is One Thousand (1,000) shares, each with a par value of $0.01 per share.

FIFTH: The name and address of the incorporator is as follows:

Jill Braunstein

c/o Moomjian, Waite, Wactlar & Coleman, LLP

100 Jericho Quadrangle, Suite 225

Jericho, New York 11753

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed, signed, and acknowledged this certificate of incorporation this 5^th day of May, 2008.

/s/ Jill Braunstein

Name: Jill Braunstein

Incorporator

EX-3.6

BYLAWS

OF

AEROFLEX HIGH SPEED TEST SOLUTIONS, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

SECTION 1.CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

SECTION 2.UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

SECTION 3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

SECTION 4.STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by the registered holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

2

SECTION 5.RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 6.MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

SECTION 7.STOCKHOLDER MEETINGS.

(a) ANNUAL MEETINGS. The annual meeting shall be held at such time, date and place as the Board of Directors may determine by resolution. A special meeting of the stockholders shall be held on the date and at the time fixed by the directors.

3

(b)PLACE. Annual meetings and special meetings may be held at such place, either within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware. The Board of Directors may also, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law. If a meeting by remote communication is authorized by the board of directors in its sole discretion, and subject to guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

(c)CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, which shall state the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, the written notice of any meeting shall be given not less than ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Whenever notice is required to be given under the Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

4

(e) STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the President, the Secretary, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairperson to be chosen by the Board of Directors. The Secretary of the corporation, or in such Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairperson of the meeting shall appoint a secretary of the meeting.

5

(g) PROXY REPRESENTATION. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period. A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may also authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making the determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to Section 212(c) of the Delaware General Corporation Law may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

(h) INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector's ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors. Except as may otherwise be required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

6

(i) QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

(j)VOTING. Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

SECTION 8.STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the General Corporation Law may otherwise require, any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper shall be delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the book in which the proceedings of meetings of stockholders are recorded, to the extent and in the manner provided by resolution of the board of directors of the corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

7

ARTICLE II

DIRECTORS

SECTION 1.FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase "whole board" herein refers to the total number of directors which the corporation would have if there were no vacancies.

SECTION 2.QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of three (3) persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be three (3). The number of directors may be increased or decreased by action of the stockholders or of the directors.

SECTION 3.ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

SECTION 4.MEETINGS.

(a) TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

(b) PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

8

(c)CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, of the President, or of a majority of the directors in office.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Whenever notice is required to be given under the Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

(e) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

(f) CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairperson of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

SECTION 5.REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

9

SECTION 6.COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

SECTION 7.WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, one or more Vice Presidents, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing such officer, no officer need be a director of the corporation. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer's successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to such Secretary or Assistant Secretary. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

10

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the Board of Directors is expressly authorized to amend, alter, or repeal these Bylaws and to adopt new Bylaws by a majority vote at any regular or special meeting of the Board of Directors or by unanimous written consent in lieu of a meeting.

11

EX-3.7

ARTICLES OF INCORPORATION

(domestic profit corporation)

These Articles of Incorporation are signed by the incorporator for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I

Name

The name of the corporation is Inmet Acquisition, Inc.

ARTICLE II

Purpose

The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan.

ARTICLE III

Authorized Capital

The total authorized capital is 60,000 shares of Common Stock. Each share is entitled to one vote on all matters submitted to the shareholders of the corporation and each share shall have all the share rights and preferences as each other share.

ARTICLE IV

Registered Office and Resident Agent

The address and mailing address of the initial registered office is 15450 East Jefferson, Grosse Pointe Park, Michigan 48230. The name of the initial resident agent is John L. Smucker.

ARTICLE V

Limitation of Director Liability

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: (i) breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (iii) a violation of Section 551(1) of the Michigan Business Corporation Act; or (iv) a transaction from which the director derived an improper personal benefit.

If the Michigan Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained herein, shall be limited to the fullest extent permitted by the amended Michigan Business Corporation Act as so amended.

No amendment or repeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VI

Compromise, Arrangement, or Plan of Reorganization

Whenever a compromise or arrangement or any plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equity jurisdiction within the state of Michigan may, on the application of this corporation or of any creditor or any shareholder thereof, or on the application of any receiver or receivers appointed for this corporation, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as said court directs.

If a majority in number, representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, agrees to any compromise or arrangement or to any reorganization of this corporation as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, as the case may be, and also on this corporation.

ARTICLE VII

Corporate Action Without Meeting of Shareholders

Any action required or permitted by the Michigan Business Corporation Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

ARTICLE VIII

Incorporator

The name and business address of the incorporator is John J. Cannon, Dykema Gossett PLLC, 505 North Woodward Avenue, Suite 3000, Bloomfield Hills, Michigan 48304-2965.

I, the incorporator, sign my name this 26th day of April, 1994.

/s/ John K. Cannon

John K. Cannon, Incorporator

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is Inmet Acquisition, Inc.

2. The corporation identification number (CID) assigned by the Bureau is: 112-455.

3. The location of its registered office is: 15450 E. Jefferson, Gross Pointe Park, Michigan 48230.

4. Article I of the Articles of Incorporation is hereby amended to read as follows:

Article I

Name

The name of the corporation is Inmet Corporation.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 1st day of July, 1994. The amendment was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a non-profit corporation, and Section 407(2) of the Act if a profit corporation.

Signed this 1st day of July, 1994

By:	/s/ John L. Smucker
	John L. Smucker, President

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is: Inmet Corporation.

2. The identification number assigned by the Bureau is: 112-455.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is MCE/Inmet Corporation.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 28th day of June, 2001 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a non-profit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 29th day of June, 2001

By:	/s/ Timothy E. Solomon
	Timothy E. Solomon, President

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is MCE/Inmet Corporation.

2. The identification number assigned by the Bureau is: 112455.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is: Aeroflex/Inmet, Inc.

4. The effective date of this filing shall be: December 31,2003.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 25th day of November, 2003 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a non-profit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 25th day of November, 2003

By:	/s/ Michael Gorin
	Michael Gorin, Vice President

EX-3.8

BYLAWS

OF

INMET ACQUISITION, INC.

ARTICLE I

OFFICES

1.01 Principal Office. The principal office of the corporation shall be at such place within the State of Michigan as the Board of Directors shall determine from time to time.

1.02 Other Offices. The corporation also may have offices at such other places as the Board of Directors from time to time determines or the business of the corporation requires.

ARTICLE II

SEAL

2.01 Seal. The corporation may have a seal in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, or otherwise reproduced.

ARTICLE III

CAPITAL STOCK

3.01 Issuance of Shares. The shares of capital stock of the corporation shall be issued in such amounts, at such times, for such consideration and on such terms and conditions as the Board shall deem advisable, subject to the Articles of Incorporation and any requirements of the laws of the State of Michigan.

3.02 Certificates for Shares. The shares of the corporation shall be represented by certificates signed by the Chairman of the Board, President or a Vice President and also may be signed by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the State of Michigan, the name of the person to whom it is issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, and such other provisions as may be required by the laws of the State of Michigan.

3.03 Transfer of Shares. The shares of the capital stock of the corporation are transferable only on the books of the corporation upon surrender of the certificate therefor, properly endorsed for transfer, and the presentation of such evidences of ownership and validity of the assignment as the corporation may require.

3.04 Registered Shareholders. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business, or in the course of recapitalization, merger, plan of share exchange, reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by the laws of the State of Michigan.

3.05 Lost or Destroyed Certificates. Upon the presentation to the corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the corporation, the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve.

ARTICLE IV

SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS

4.01 Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting.

4.02 Annual Meeting. The annual meeting of the shareholders of the corporation shall be held during the fourth month after the end of the corporation's fiscal year, or at such time as the Board of Directors shall from time to time determine. Directors shall be elected at each annual meeting and such other business transacted as may come before the meeting.

4.03 Special Meetings. Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary at the written request of shareholders holding a majority of the shares of stock of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called.

4.04 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at the meeting, either personally or by mailing such notice to the shareholder's last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the shareholders provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this Bylaw.

4.05 Record Dates. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action. The date fixed shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action. In such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or adjournment thereof, or to express consent or to dissent from such proposal, or to receive payment of such dividend or to receive such allotment of rights, or to participate in any other action, as the case may be, notwithstanding any transfer of any stock on the books of the corporation, or otherwise, after any such record date. Nothing in this Bylaw shall affect the rights of a shareholder and the shareholder's transferee or transferor as between themselves.

4.06 List of Shareholders. The Secretary of the corporation or the agent of the corporation having charge of the stock transfer records for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder; be produced at the time and place of the meeting; be subject to inspection by any shareholder during the whole time of the meeting; and be prima facie evidence as to who are the shareholders entitled to examine the list or vote at the meeting.

4.07 Quorum. Unless a greater or lesser quorum is required in the Articles of Incorporation or by the laws of the State of Michigan, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the outstanding shares of the corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this Bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business.

4.08 Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. A proxy shall be signed by the shareholder or the shareholder's authorized agent or representative and shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by the laws of the State of Michigan.

4.09 Voting. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation. Votes may be cast orally or in writing, but if more than 25 shareholders of record are entitled to vote, then votes shall be cast in writing signed by the shareholder or the shareholder's proxy. When an action, other than the election of directors, is to be taken by a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater vote is required by the Articles of Incorporation or by the laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at any election.

ARTICLE V

DIRECTORS

5.01 Number. The business and affairs of the corporation shall be managed by a Board of not less than one nor more than five directors as shall be fixed from time to time by the Board of Directors. The directors need not be residents of Michigan or shareholders of the corporation.

5.02Election, Resignation and Removal. Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until the director's successor is elected and qualified, or until the director's resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. A director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.

5.03 Vacancies. Vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless filled by proper action of the shareholders of the corporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders. A vacancy that will occur at a specific date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, butthe newly elected director may not take office until the vacancy occurs.

5.04 Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three days of such time excluding Sundays and legal holidays if such later time is deemed advisable, at the place where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the meeting; provided, that if less than a majority of the directors appear foran annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might have been taken up therein may be taken up at any later special or annual meeting, or by consent resolution.

5.05 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary upon the written request of any two directors.

5.06 Notices. No notice shall be required for annual or regular meetings of the Board or for adjourned meetings, whether regular or special. Three days' written notice shall be given for special meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting.

5.07 Quorum and Voting. A majority of the Board of Directors then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board or of the committee, except as a larger vote may be required by the laws of the State of Michigan. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

5.08 Executive and Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint three or more members of the Board as an executive committee to exercise all powers and authorities of the Board in management of the business and affairs of the corporation, except that the committee shall not have power or authority to (a) amend the Articles of Incorporation; (b) adopt an agreement of merger or consolidation; (c) recommend to shareholders the sale, lease or exchange of all or substantially all of the corporation's property and assets; (d) recommend to shareholders a dissolution of the corporation or revocation of a dissolution; (e) amend these Bylaws; (f) fill vacancies in the Board; or (g) unless expressly authorized by the Board, declare a dividend or authorize the issuance of stock.

The Board of Directors from time to time may, by like resolution, appoint such other committees of one or more directors to have such authority as shall be specified by the Board in the resolution making such appointments. The Board of Directors may designate one or more directors as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof.

5.09 Dissents. A director who is present at a meeting of the Board of Directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a written dissent with the Secretary of the corporation within a reasonable time after the director has knowledge of the action.

5.10 Compensation. The Board of Directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers.

ARTICLE VI

NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING

6.01 Notices. All notices of meetings required to be given to shareholders, directors or any committee of directors may be given by mail, telecopy, telegram, radiogram or cablegram to any shareholder, director or committee member at the addressee's last address as it appears on the books of the corporation. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched.

6.02 Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telecopy, telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan. Attendance of a person at any meeting of shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows:

(a)In the case of a shareholder, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the shareholder objects to considering the matter when it is presented.

(b)In the case of a director, unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

6.03 Action Without a Meeting. Except as may be provided otherwise in the Articles of Incorporation for action to be taken by shareholders, any action required or permitted at any meeting of shareholders or directors or committee of directors may be taken without a meeting, without prior notice and without a vote, if all of the shareholders or directors or committee members entitled to vote thereon consent thereto in writing, before or after the action is taken.

ARTICLE VII

OFFICERS

7.01 Number. The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and may select a Chairman of the Board, and one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers. The President and Chairman of the Board, if any, shall be members of the Board of Directors. Any two or more of the above offices, except those of President and Vice President, may be held by the same person. No officer shall execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged, or verified by one or more officers.

7.02 Term of Office, Resignation and Removal. An officer shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer does not of itself create contract rights.

7.03 Vacancies. The Board of Directors may fill any vacancies in any office occurring for whatever reason.

7.04 Authority. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these Bylaws.

ARTICLE VIII

DUTIES OF OFFICERS

8.01 Chairman of the Board. The Chairman of the Board, if such office is filled, shall preside at all meetings of the shareholders and of the Board of Directors at which the Chairman is present.

8.02 President. The President shall be the chief executive officer of the corporation. The President shall see that all orders and resolutions of the Board are carried into effect, and the President shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations held by the corporation. In the absence or disability of the Chairman of the Board, or if that office has not been filled, the President also shall perform the duties of the Chairman of the Board as set forth in these Bylaws.

8.03 Vice Presidents. The Vice Presidents, in order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President may from time to time prescribe.

8.04 Secretary. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors, and shall keep in safe custody the seal of the corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by the signature of the Secretary, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of the duties, powers and authorities of the Secretary to one or more Assistant Secretaries, unless such delegation is disapproved by the Board.

8.05 Treasurer. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer may delegate any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation is disapproved by the Board of Directors.

8.06 Assistant Secretaries and Treasurers. The Assistant Secretaries, in order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in case of the Secretary's absence or disability. The Assistant Treasurers, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in case of the Treasurer's absence or disability. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Board of Directors may prescribe.

ARTICLE IX

SPECIAL CORPORATE ACTS

9.01 Orders for Payment of Money. All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

9.02 Contracts and Conveyances. The Board of Directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the Chairman of the Board, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto.

ARTICLE X

BOOKS AND RECORDS

10.01 Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation's business and affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock ledgers and lists of shareholders, as the Board of Directors shall deem advisable, and as shall be required by the laws of the State of Michigan and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Michigan in a place which the Board shall determine.

10.02 Reliance on Books and Records_,. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financialstatements and other financial data, if prepared or presented by any of the following:

(a) One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.

(c) A committee of the board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

ARTICLE XI

INDEMNIFICATION

11.01 Non-Derivative Actions. Subject to all of the other provisions of this Article XI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual, and reasonable attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

11.02 Derivative Actions. Subject to all of the provisions of this Article XI, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

11.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Section 11.03.

11.04 Definition. For the purposes of Sections 11.01 and 11.02, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation or its shareholders" as referred to in Sections 11.01 and 11.02.

11.05 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this Article XI shall be a contract right, and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person's capacity as a director or officer. Except as provided in Section 11.03 of these Bylaws, the corporation shall have no obligations under this Article XI to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors.

11.06 Determination That Indemnification is Proper. Any indemnification under Section 11.01 or 11.02 of these Bylaws (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 11.01 or 11.02, whichever is applicable, and upon an evaluation of the reasonableness of expenses and amount paid in settlement. Such determination and evaluation shall be made in any of the following ways:

(a)By a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be made parties to such action, suit or proceeding.

(b)If the quorum described in clause (a) above is not obtainable, then by a majority vote of a committee of directors duly designated by the Board of Directors and consisting solely of two or more directors who are not at the time parties or threatened to be made parties to the action, suit or proceeding.

(c)By independent legal counsel in a written opinion which counsel shall be selected in one of the following ways: (i) by the board or its committee inthe manner prescribed in subparagraph (a) or (b); or (ii) if a quorum of the board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the board.

(d)By all directors who are independent directors as defined in Section 107(3) of the Michigan Business Corporation Act and who are not parties or threatened to be made parties to the action, suit or proceeding.

(e)By the shareholders, but shares held by directors or officers who are parties or threatened to be made parties to the action, suit or proceeding may not be voted.

11.07 Proportionate Indemnity. If a person is entitled to indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

11.08 Expense Advance. The corporation may pay or reimburse the reasonable expenses incurred by a person referred to in Section 11.01 or 11.02 of these bylaws who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if all of the following apply: (a) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Section 11.01 or 11.02; (b) the person furnishes^. the corporation a written undertaking executed personally, or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; (c) the authorization of payment is made in the manner specified in Section 11.06; and (d) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 11.01 or 11.02. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

11.09 Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article XI is not exclusive of other rights to whicha_. person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

11.10 Indemnification of Employeesand Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article XI with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

11.11 Former Directors and Officers. The indemnification provided in this Article XI continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

11.12 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Michigan.

11.13 Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the corporation relating to the subject matter of this Article XI, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide prior to any such change. Subject to Section 11.14, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions.

11.14 Amendment or Repeal of Article XI. No amendment or repeal of this Article XI shall apply to or have any effect on any director or officer of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

ARTICLE XII

AMENDMENTS

12.01 Amendments. The Bylaws of the corporation may be amended, altered or repealed, in whole or in part, by the shareholders or by the Board of Directors at any meeting duly held in accordance with these Bylaws, provided that notice of the meeting includes notice of the proposed amendment, alteration or repeal.

Dated: April 28, 1994

EX-3.9

ARTICLES OF INCORPORATION

(domestic profit corporation)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles:

ARTICLE I

Name

The name of the corporation is KDI/TRIANGLE CORPORATION.

ARTICLE II

Purpose

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan, as amended (the “MBCA”).

ARTICLE III

Authorized Shares

The total authorized shares consists of 60,000 shares of Common Stock. Each share is entitled to one vote on all matters submitted to the shareholders of the corporation and each share shall have all of the same rights and preferences as each other share.

ARTICLE IV

Registered Office and Resident Agent

The address and mailing address of the initial registered office is 15450 East Jefferson, Grosse Pointe Park, Michigan 48230. The name of the initial resident agent is John L. Smucker.

ARTICLE V

Limitation of Director Liability

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: (i) breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (iii) a violation of Section 551(1) of the MBCA; or (iv) a transaction from which the director derived an improper personal benefit.

If the MBCA hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained herein, shall be limited to the fullest extent permitted by the amended MBCA as so amended.

No amendment or repeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VI

Compromise, Arrangement, or Plan of Reorganization

Whenever a compromise or arrangement or any plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equity jurisdiction within the State of Michigan may, on the application of this corporation or of any creditor or any shareholder thereof, or on the application of any receiver or receivers appointed for this corporation, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as said court directs.

If a majority in number, representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, agrees to any compromise or arrangement or to any reorganization of this corporation as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, as the case may be, and also on this corporation.

ARTICLE VII

Corporate Action Without Meeting of Shareholders

Any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE VIII

Incorporator

The name and business address of the incorporator is J. Michael Bernard, Dykema Gossett PLLC, 400 Renaissance Center, Detroit, Michigan 48243.

I, the incorporator, sign my name this 20th day of March, 1996.

/s/ J. Michael Bernard

J. Michael Bernard, Incorporator

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is KDI/Triangle Corporation.

2. The identification number assigned by the Bureau is: 379-997.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is MCE/KDI Corporation.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 28th day of June, 2001 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 29th day of June, 2001 by

  /s/ Michael D. Snyder

Michael D. Snyder, President

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is MCE/KDI Corporation.

2. The identification number assigned by the Bureau is: 379997.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is Aeroflex/KDI, Inc.

4. The effective date of this filing shall be: December 31, 2003.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 25th day of November, 2003, by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 25th day of November, 2003 by

  /s/ Michael Gorin

Michael Gorin, Vice President

EX-3.10

BYLAWS

of

KDI/TRIANGLE CORPORATION

ARTICLE I

Offices

1.01 Principal Office. The principal office of the corporation shall be at such place within the State of Michigan as the Board of Directors shall determine from time to time.

1.02 Other Offices. The corporation also may have offices at such other places as the Board of Directors from time to time determines or the business of the corporation requires.

ARTICLE II

Seal

2.01 Seal. The Corporation may, but is not required to, have a seal in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, reproduced or otherwise.

ARTICLE III

Capital Stock

3.01Issuance of Shares. The shares of capital stock of the corporation shall be issued in such amounts, at such times, for such consideration and on such terms and conditions as the Board shall deem advisable, subject to the Articles of Incorporation and any requirements of the laws of the State of Michigan.

3.02 Certificates for Shares. The shares of the corporation shall be represented by certificates signed by the Chairman of the Board, President or a Vice President and also may be signed by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the State of Michigan, the name of the person to whom it is issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, and such other provisions as may be required by the laws of the State of Michigan.

3.03 Transfer of Shares. The shares of the capital stock of the corporation are transferable only on the books of the corporation upon surrender of the certificate therefor, properly endorsed for transfer, and the presentation of such evidences of ownership and validity of the assignment as the corporation may require.

3.04 Registered Shareholders. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business, or in the course of recapitalization, merger, plan of share exchange, reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by the lass of the State of Michigan.

3.05 Lost or Destroyed Certificates. Upon the presentation to the corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the corporation, the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve.

ARTICLE IV

Shareholders and Meetings of Shareholders

4.01 Place of Meetings. All meetings of shareholders shall be held at the principaloffice of the corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting.

4.02 Annual Meeting. The annual meeting of the shareholders of the corporation shall be held in the fourth calendar month after the end of the corporation's fiscal year, or at such other date as the Board of Directors shall determine from time to time, and shall be held at such place and time of day as shall be determined by the Board of Directors from time to time. Directors shall be elected at each annual meeting and such other business transacted as may come before the meeting.

4.03 Special Meetings. Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board (if such office isfilled) or the President and shall be called by the President or Secretary at the written request of shareholders holding a majority of the shares of stock of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called.

4.04 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at the meeting, either personally or by mailing such notice to his last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the shareholders provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this bylaw.

4.05 Record Dates. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action. The date fixed shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting, nor more than sixty (60) days before any other action. In such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or adjournment thereof, or to express consent or to dissent from such proposal, or to receive payment of such dividend or to receive such allotment of rights, or to participate in any other action, as the case may be, notwithstanding any transfer of any stock on the books of the corporation, or otherwise, after any such record date. Nothing in this bylaw shall affect the rights of a shareholder and his transferee or transferor as between themselves.

4.06 List of Shareholders. The Secretary of the corporation or the agent of the corporation having charge ofthe stock transfer records for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. The list: shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder; shall be produced at the time and place of the meeting; shall be subject to inspection by any shareholder during the whole time of the meeting; and shall be prima facie evidence as who are the shareholders entitled to examine the list or vote at the meeting.

4.07 Quorum. Unless a greater or lesser quorum is required by the laws of the State of Michigan, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the outstanding shares of the corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of a majority of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business.

4.08 Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. A proxy shall be signed by the shareholder or the shareholder's authorized agent or representative and shall not be valid after the expiration of three years from itsdate unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by the laws of the State of Michigan.

4.09 Voting. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation. Votes may be cast orally or in writing, but if more than 25 shareholders of record are entitled to vote, then votes shall be cast in writing signed by the shareholder or the shareholder's proxy. When an action, other than the election of directors, is to be taken by the vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by the laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at any election.

4.10 Participation via Communications Equipment. A shareholder may participate in a meeting of shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting in this manner constitutes presence in person at the meeting.

4.11 Action Without a Meeting.

(a)Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may betaken without a meeting, without prior notice and without a vote, if before or after the action all the shareholders entitled to vote consent in writing.

(b)Less than Unanimous Consent. Exceptas may be provided otherwise in the Articles of Incorporation, any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or dissent from a proposal without a meeting, written consents dated not more than ten (10) days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporationhaving custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered officeshall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE V

Directors and Meetings of Directors

5.01 Number and Eligibility. The business and affairs of the corporation shall be managed by a Board comprised of not less than one (1) nor more than seven (7) directors as shall be determined from time to time by the shareholders. The directors need not be residents of Michigan or shareholders of the corporation.

5.02 Election, Resignation and Removal. Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until the director's successor is elected and qualified, or until the director's resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. Except as otherwise provided in the Articles of Incorporation, a director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.

5.03 Vacancies. Vacancies inthe Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise_- shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless filled by proper action of the shareholders of thecorporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders. A vacancy that will occur at a specific date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the newly elected director may not take office until the vacancy occurs.

5.04 Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three (3) daysof suchtime excluding Sundays and legal holidays if such later time is deemed advisable, at the p1ace where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the meeting; provided, that if less than a majority of the directors appear for an annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might havebeen taken up thereinmay be taken up at any later special or annual meeting, or by consent resolution.

5.05 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time totime determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors.Special meetings of the Board may be called by the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary upon the written request of any two directors.

5.06 Notices. No notice shall be required for annual or regular meetings of the Board or for adjourned meetings, whether regular or special. Three (3) days' written notice shall be given for special meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting.

5.07 Quorum and Voting. A majority of the Board of Directors then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board or of a committee, except as a larger vote may be required by the laws of the State of Michigan or by the Articles of Incorporation.

5.08 Participation via Communications Equipment. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

5.09 Committees.

(a)Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint three or more members of the Board as an executive committee to exercise all powers and authorities of the Board in management of the business and affairs of the corporation, except that the committee shall not have power or authority to: (i) amend the Articles of Incorporation; (ii) adopt an agreement of merger or consolidation; (iii) recommend to shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets; (iv) recommend to shareholders a dissolution of the corporation or revocation of a dissolution; (v) amend these Bylaws (vi) fill vacancies in the Board; or (vii) unless expressly authorized by the Board, declare a dividend or authorize the issuance of stock.

(b)Other Committees. The Board of Directors from time to time may, by like resolution, appoint such other committees of one or more directors to have such authority as shall be specified by the Board in the resolution making such appointments. The Board of Directors may designate one or more directors as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof.

5.10 Dissents. A director who is present at a meeting of the Board of Directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a written dissent with the Secretary of the corporation within a reasonable time after the director has knowledge of the action.

5.11 Compensation. The Board of Directors may establish reasonable compensation of directors for services to the corporation as directors or officers.

5.12 Action Without a Meeting – Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, action required or permitted to be taken under authorization voted at any meeting of the board of directors or a committee of the board may be taken without a meeting, if, before or after the action, all members of the board then in office or of the committee, as the case may be, consent to the action in writing. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent hasthe sameeffect as a vote of the board or committee for all purposes.

ARTICLE VI

Notices and Waivers of Notice

6.01 Notices. All notices of meetings required to be given to shareholders, directors, or any committee of directors maybe given by mail (registered, certified or other first class mail, with postage pre-paid), overnight carrier, telecopy, te1egram, computer transmission, radiogram, cablegram or other similar form of communication, addressed to any shareholder, director or committee member at his last address as it appears on the books of the corporation. The corporation shall have no duty to change the written address of any shareholder, director or committee member unless the secretary of the corporation receives written notice of such address change. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched; notices given by overnight carrier shall be deemed “dispatched” at 9:00 a.m. on the day the overnight carrier is reasonably requested to deliver the notice.

6.02 Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telecopy, telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan. Attendance of a person at any meeting of shareholders, in person orby proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows:

(a)In the case of a shareholder, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the shareholder objects to considering the matter when it is presented.

(b)In the case of a director, unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

ARTICLE VII

Officers

7.01 Number. The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and may select a Chairman of the Board, and one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers. Any two or more of the above officers, except those of President and Vice President, may be held by the same person. No officer shall execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged, or verified by one or more officers.

7.02 Term of Office, Resignation and Removal. An officer shall hold office for the term for which he is elected or appointed and qualified, or until his resignation or removal. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer does not of itself create contract rights.

7.03 Vacancies. The Board of Directors may fill any vacancies in any office occurring for whatever reason.

7.04 Authority. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these Bylaws.

ARTICLE VIII

Duties of Officers

8.01 Chairman of the Board. The Chairman of the Board, if such office is filled, shall preside at all meetings of the shareholders and of the Board of Directors at which the Chairman is present and shall perform such other duties as the Board of Directors may from time to time prescribe.

8.02 President. The President shall be the chief executive officer of the corporation. The President shall see that all orders and resolutions of the Board are carried into effect and shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations which are held by the corporation. In the absence or disability of the Chairman of the Board, or if that office has not been filled, the President also shall perform the duties and execute the powers of the Chairman of the Board as set forth in these Bylaws.

8.03 Vice Presidents. The Vice Presidents, in the order designated by the Board of Directors or, lacking such designation, in the order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President may from time to time prescribe.

8.04 Secretary. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors, and shall keep in safe custody the seal of the corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by the signature of the Secretary, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of the duties and authorities of the Secretary to one or more Assistant Secretaries, unless such delegation is disapproved by the Board.

8.05 Treasurer. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation; and shall deposit all moneys and other valuable effects in the name and to thecredit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of thecorporation. The Treasurer may delegate any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation is disapproved by the Board of Directors.

8.06 Assistant Secretaries and Treasurers. The Assistant Secretaries, in order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in the event that the Secretary is absent, disabled or otherwise unavailable. The Assistant Treasurers, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in the event that the Treasurer is absent, disabled or otherwise unavailable. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Board of Directors and/or the President may prescribe from time to time.

ARTICLE IX

Special Corporate Acts

9.01 Orders for Payment of Money. All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

9.02 Contracts and Conveyances. The Board of Directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification, of the executing officers or agents, the Chairman of the Board, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto.

ARTICLE X

Books and Records

10.01 Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation's business and affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock ledgers and lists of shareholders, as theBoard of Directors shall deem advisable, and as shall be required by the laws of the State of Michigan and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Michigan in a place which the Board shall determine.

10.02 Reliance on Books and Records. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(a)One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b)Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.

(c)A committee of the board of which he or she isnot a member if the director or officer reasonably believes the committeemerits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

ARTICLE XI

Indemnification

11.01 Non-Derivative Actions. Subject to all of the other provisions of this Article XI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not actin good faith and in a manner which the person reasonably believed to be in or not opposed to the bestinterests of the corporation or its shareholders and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

11.02 Derivative Actions. Subject to all the provisions of this Article XI, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partner, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

11.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or^.proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Section 11.03.

11.04 Definitions. For the purposes of Sections 11.01 and 11.02, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, itsparticipants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation or its shareholders" as referred to in Sections 11.01 and 11.02.

11.05 ContractRight; Limitation on Indemnity. The right to indemnification conferred in this Article XI shall be a contract right, and shall apply to services of a director or officer as an employeee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in 11.03 of these Bylaws, the corporation shall have no obligations under this Article XI to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors.

11.06 Determination That Indennification is Proper. Any indemnification under Section ll.01 or 11.02 of these Bylaws (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section l1.01 or 11.02, whichever is applicable, and upon an evaluation of the reasonableness of expenses and amount paid in settlement. Such determination and evaluation shall be made in any of the following ways: 

(a)By a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be madeparties to suchaction, suit or proceeding.

(b)If the quorum described in clause (a) above is not obtainable, then by a majority vote of a committee of directors duly designated by the Board of Directors and consisting solely of two or more directors who are not at the time parties or threatened to be made parties to the action, suit or proceeding.

(c)By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways: (i) by the board or its committee in the manner prescribed in subparagraph (a) or (b), or (ii) if a quorum of the board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the board.

(d)By the shareholders, but shares held by directors or officers who are parties or threatened to be made parties to the action, suit or proceeding may not be voted.

11.07 Proportionate Indemnity. If a person is entitled to indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

11.08 Expense Advance. The corporation may pay or reimburse the reasonable expenses incurred by a person referred to in Section 11.01 or 11.02 of these Bylaws who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if all of the following apply: (a) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Section 11.02 or 11.02; (b) the person furnishes the corporation a written undertaking executed personally, or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; (c) the authorization of payment is made in the mannerspecified in Section 11.06;and (d) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 11.01 or 11.02. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

11.09 Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article XI is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall notexceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

11.10 Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article XI with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

11.11 Former Directors and Officers. The indemnification provided in this Article XI continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

11.12 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,officer,partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Michigan.

11.13 Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the corporation relating to the subject matter of Article XI of these Bylaws, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide prior to any such change. Subject to Section 11.14, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions.

11.14 Amendment or Repeal ofArticle XI. No amendment or repeal of this Article XI shall applyto or have any effect on any director or officer of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE XII

Amendments

12.01 Amendments. Unless otherwise provided herein, the Bylaws of the corporation may be amended, altered, or repealed, in whole or in part, by the shareholders or by the Board of Directors.

EX-3.11

ARTICLES OF INCORPORATION

OF

METELICS CORPORATION

I

The name of this corporation is METELICS CORPORATION.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practise of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation's initial agent for service of process is:

James V. Arnold

599 North Mathilda Avenue

Sunnyvale, California 94086

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is One Million(1,000,000).

Dated: October 6, 1978.

/s/ James V. Arnold

James V. Arnold

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ James V. Arnold

James V. Arnold

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

RUDY DORILAG and MALCOLM FINLAYSON certify that:

1.They are the President and Secretary, respectively, of METELICS CORPORATION, a California Corporation.

2.Article IV of the articles of incorporation of this corporation is amended to read as follows:

"This corporation is authorized to issue only one class of shares of stocks and the total number of shares which this corporation is authorized to issue is Two Million (2,000,000)."

3.The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4.The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 800,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

/s/ Rudy Dorilag, 11/30/81

RUDY DORILAG, President

/s/ Malcolm Finlayson, Secretary 11/30/81

MALCOLMFINLAYSON, Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

Executed on 11/30/81, 1981, at Sunnyvale, California.

/s/ Rudy Dorilag, 11/30/81

RUDY DORILAG

/s/ Malcolm Finlayson, Secretary 11/30/81

MALCOLMFINLAYSON

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

FRANCIS KWAN and JAMES GODBOUT certify that:

1.They are the president and secretary, respectively, of Metelics Corporation, a California corporation.

2.The Articles of Incorporation of this corporation are amended to add a new Article V to read as follows:

"V.

(a)The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

(b)The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits setforth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

(c)Any repeal or modification of the foregoing provisions of Article 5 by the shareholders of the corporation shall not adversely affect any right or protection of an agent of this corporation existing at the time of such repeal or modification."

3.The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors.

4.The foregoing amendment of the Articles of Incorporation was duly approved on March 15, 1996 by the required vote of shareholders in accordance with Section 902 of the Corporations Code, at which date the total number of outstanding shares of the corporation was 1,342,800. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:June 5, 1996

/s/ Francis Kwan	/s/ James Godbout
FRANCIS KWAN	JAMES GODBOUT
President	Secretary

AGREEMENT OF MERGER

This agreement of merger ("Agreement") is entered into this 16th day of March, 1998, by and among METELICS CORPORATION, a California corporation ("Target"), MCE COMPANIES, INC., a Michigan corporation ("Buyer"), and MCE ACQUISITION NO. 1, INC., a Michigan corporation ("Buyer Subsidiary"). Buyer owns all of the outstanding shares of Buyer Subsidiary, and Buyer is hereinafter sometimes called the "Shareholder."

As required by the terms of the Agreement and Plan of Merger, dated March 16. 1998. by and among Buyer, Buyer Subsidiary and Target (the "Merger Agreement"), Target, Buyer, and Buyer Subsidiary hereby agree that on the Effective Date (as defined in this agreement), Target and Buyer Subsidiary will merge into a single corporation on the following terms and conditions:

ARTICLE 1

MERGER

On the Effective Date, Buyer Subsidiary will be merged with and into Target (the "Merger"). Target will be the surviving corporation (hereinafter sometimes called the "Surviving Corporation"). On the Effective Date, the separate corporate existence of Buyer Subsidiary will cease, and Surviving Corporation will succeed to the properties, rights, privileges, powers, immunities, and franchises of Buyer Subsidiary. All rights of creditors and all liens on the property of Buyer Subsidiary will be preserved, unimpaired, limited in lien to the property affected by such liens immediately before the merger.

ARTICLE 2

EFFECTIVE DATE

The merger provided for in this Agreement will become effective on the filing of a Certificate of Merger with the Department of Consumer and Industry Services of Michigan and the filing by and in the office of the California Secretary of State of an executed copy of this Agreement with all requisite accompanying certificates. The date and time of such filing is referred to in this Agreement as the "Effective Date".

ARTICLE 3

ARTICLES OF INCORPORATION; BYLAWS; BOARD OF DIRECTQRS; OFFICERS

1.Target's articles of incorporation in effect immediately before the Effective Date will remain the articles of incorporation of the Surviving Corporation without change or amendment until altered, amended, or repealed as provided for in the articles or by law.

2.Target's bylaws in effect immediately below the Effective Date, will remain the bylaws of the Surviving Corporation without change or amendment until altered, amended. or repealed as provided for in the bylaws or by law.

3.On the Effective Date, John L. Smucker, Francis Kwan, James L. Godbout, Ricardo F. Medel, and Guomun Hom will become the directors of the Surviving Corporation and John L. Smucker will become Chairman of the Board, Francis Kwan will become President, Secretary and Treasurer, James L. Godbout will become Vice President-Sales and Marketing. Ricardo F. Medel will become Vice President-PIN Manufacturing, and Guomun Horn will become Vice President-Schottky Manufacturing of the Surviving Corporation until such time as their successors have been elected and qualified as provided for in the bylaws of Surviving Corporation.

ARTICLE 4

CONVERSION OF SHARES.

In and by virtue of the merger, the shares of stock of Buyer Subsidiary and Target outstanding at the Effective Date will be converted as follows:

1.Merger Consideration; Conversion of Securities.

  (a) Merger Consideration; Conversion of Target Stock. At the Effective Date, by virtue of the Merger and without any action on the part of Target, Buyer, Buyer Subsidiary or the shareholders of Target (the "Shareholders"), all of the outstanding shares of capital stock of Target (collectively, the "Target Stock") shall be converted pro rata into the right to receive aggregate merger consideration equal to the following:

(i)An aggregate of $20,900,000 in cash, in immediately available funds, subject to certain adjustments described in the Merger Agreement based on a final determination of working capital and cash of Target; and

(ii)An aggregate of 16,364 shares of the Common Stock, without par value, of Buyer (the "Buyer Common Stock"), valued at $6,102,000 (the "Buyer Common Stock Consideration"), with such Buyer Common Stock Consideration subject to certain adjustments described in the Merger Agreement based on a final determination of a certain valuation of Target and Buyer.

  (b) Treasury Stock of Target. All shares of Target Stock that are held by Target as treasury stock, if any, shall be canceled and retired and no shares of Buyer Common Stock or other consideration shall be delivered or paid in exchange therefor.

  (c) Conversion of' Buyer Subsidiary Stock. Each share of common stock of Buyer Subsidiary issued and outstanding immediately prior to the Effective Date shall, by virtue of' the Merger and without any action on the part of Buyer, Buyer Subsidiary, Target or the Shareholder, shall automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Date of the Merger.

2.The preceding paragraph 1 of this Article 4 will not apply to any shares of Target stock that constitute "dissenting shares" within the meaning of California Corporations Code section 1300(b). The holders of such shares will have, in consideration for the cancellation of dissenting shares held by them, the rights given to them under the applicable California law, including the right to receive the fair market value of those shares, in the manner and subject to the procedures and conditions provided by law.

3.From and after the effective date, no transfer of Target Stock outstanding before the effective date will be made on the record books of Target.

ARTICLE 5

TERMINATION

This agreement may be terminated at any time before the Effective Date (whether before or after approval) by action of the shareholders of Target or by the mutual consent and action of the boards of directors of Target and Buyer. This agreement will automatically be void and of no further force and effect if, before the Effective Date, the Agreement and Plan of Merger between Target, Buyer, and Buyer Subsidiary is terminated in accordance with the terms of that merger agreement.

ARTICLE 6

CHOICE OF LAW

The validity, interpretation, and performance of this agreement will be controlled by and construed under the laws of the State of California.

ARTICLE 7

COUNTERPARTS

This agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

In Witness Whereof, each of the parties has caused this agreement to be executed on its behalf by its duly authorized officers, all as of the day and year first above written.

METELICS CORPORATION, a California Corporation
By:	/s/ Francis Kwan
	FRANCIS KWAN, President
By:	/s/ James Godbout
	JAMES GODBOUT, Secretary
MCE COMPANIES, INC., a Michigan Corporation
By:	/s/ John L. Smucker
	JOHN L. SMUCKER, President
By:	/s/ J. Michael Bernard
	J. MICHAEL BERNARD, Assistant Secretary

MCE ACQUISITION NO. 1, INC., a Michigan Corporation
	By:	/s/ John L. Smucker
	JOHN L. SMUCKER, President
	By:	/s/ John L. Smucker
	JOHN L. SMUCKER, Secretary

OFFICERS' CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

FRANCIS KWAN and JAMES GODBOUT certify that:

1.They are the President and the Secretary, respectively, of METELICS CORPORATION, a California corporation.

2.The agreement of merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3.The total number of outstanding shares of the corporation is 1,340,800. The number of shares voted in favor of the agreement of merger equalled or exceeded the vote required. The number of shares of common stock required to approve the agreement of merger was more than 50 percent.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: March 16, 1998

/s/ Francis Kwan

FRANCIS KWAN, President

/s/ James Godbout

JAMES GODBOUT, Secretary

OFFICERS' CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

JOHN L. SMUCKER and J. MICHAEL BERNARD certify that:

1.They are the President and the Assistance Secretary, respectively, of MCE COMPANIES. INC., a Michigan corporation.

2.The agreement of merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3. The total number of outstanding shares of the corporation is 193,065. The number of shares voted in favor of the agreement of merger equalled or exceeded the vote required. The number of shares of common stock required to approve the agreement of merger was more than 50 percent.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: March 16, 1998

/s/ John L. Smucker

JOHN L. SMUCKER, President

/s/ J. Michael Bernard

J. MICHAEL BERNARD, Assistant Secretary

OFFICERS' CERTIFICATE OF APPROVAL

OF AGREEMENT OF MERGER

JOHN L. SMUCKER certifies that:

1.He is the President and the Secretary of MCE ACQUISITION NO. 1, INC., a Michigan corporation.

2.The agreement of merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3. The total number of outstanding shares of the corporation is 1,000. The number of shares voted in favor of the agreement of merger equalled or exceeded the vote required. The number of shares of common stock required to approve the agreement of merger was more than 50 percent.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: March 16, 1998

/s/ John L. Smucker

JOHN L. SMUCKER, President

/s/ John L. Smucker

JOHN L. SMUCKER, Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1.They are the President and Secretary, respectively, of Metelics Corporation, a California corporation.

2.Article I of the Articles of Incorporation of this corporation is amended to read as follows:

The name of the corporation is MCE / Metelics Corporation.

3.The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors.

4.The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is one. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage of vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: July 2, 2001

/s/ Francis Kwan

FRANCIS KWAN, President

/s/ James Godbout

JAMES GODBOUT, Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

MCE/METELICS CORPORATION

We, Michael Gorin, Vice President, and Leonard Borow, the Secretary, of MCE / METELICS CORPORATION, a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.That they are the Vice President and the Secretary, respectively, of MCE / METELICS CORPORATION, a California corporation.

2.That an amendment to the articles of incorporation of this corporation has been approved by the board of directors.

3.The amendment so approved by the board of directors is as follows:

Article I of the articles of incorporation of this corporation is amended to read as follows:

"ARTICLE I: The name of the corporation is:

Aeroflex / Metelics, Inc."

4.That the shareholders have adopted said amendment by written consent. That the wording of said amendment as approved by written consent of the shareholders is the same as that set forth above. That said written consent was signed by the holders of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporation Code.

5.That the designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or give written consent to said amendment for approval thereof are as follows:

	Number of shares	Minimum
	outstanding entitled	percentage vote
Designation	to vote	required to approve
Common Stock	1	more than 50 percent

Each of the undersigned declares under penalty of perjury under the laws of the State of California that the statements contained in the foregoing certificate are true of their own knowledge.

Executed at Plainview, New York on November 25, 2003.

/s/ Michael Gorin

Michael Gorin, Vice President

/s/ Leonard Borow

Leonard Borow, Secretary

EX-3.12

BY-LAWS OF

METELICS CORPORATION

(A California Corporation)

ARTICLE I

SHAREHOLDERS' MEETINGS

Section 1. TIME. An annual meeting for the election of directors and for^.the transaction of any other proper business and any special meeting shall be held on the date and at the time as the Board of Directors shall_.from time to time fix.

Time of Meeting: 10 o'clock A.M. Date of Meeting: The first day of Monday of May

Section 2. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of California, as the Directors may, from time to time fix. Whenever the Directors shall fail to fix such place, the meetings shall be held at the principal executive office of the corporation.

Section 3. CALL. Annual meetings may be called by the Directors, by the Chairman of the Board, if any, Vice Chairman of the Board, if any, the President, if any, the Secretary, or by any officer instructed by the Directors to call the meeting. Specialmeetings may be called in like manner and by the holders of shares entitled to cast not less than ten percent of the votes at the meeting being called.

Section 4. NOTICE. Written notice stating the place, day and hour of each meeting, and, in the case of a special meeting, the general nature of the business to be transacted or, in the case of an Annual Meeting, those matters which the Board of Directors, at the time of mailing of the notice, intends to present for action by the shareholders, shall be given not less than ten days (or not less than any such other minimum period of days as may be prescribed by the General Corporation law) before the date of the meeting, by mail, personally, or by other means of written communication, charges prepaid by or at the director of the Directors, the President, if any, the Secretary or the officer or persons calling the meeting, addressed to each shareholders at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive officer of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the said principal executive office is located. Such notice shall be deemed to be delivered when deposited in the United States mail with first class postage therein prepaid, or sent by other means of written communication addressed to the shareholder at his address as it appears on the stock transfer books of the corporation. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of notice to be presented by management for election. At an annual meeting of shareholders, any matterrelating to the affairs of the corporation, whether or not stated in the notice of the meeting, may be brought up for action except matters which the General Corporation Law requires to bestated in the notice of the meeting. The notice of any annual or special meeting shall also include, or be accompaniedby, any additional statements, information, or documents prescribed by the General Corporation Law. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

Section 5. CONSENT. The transaction of any meeting, however called and noticed, and whereverheld, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the shareholders or his proxy signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting constitutes a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, tothe transaction of any business because the meeting is not lawfully called orconvened and except that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice if such objection is expressly made at the meeting. Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice.

Section 6. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting -- the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, if any, a vice President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of themeeting shall appoint a secretary of the meeting.

Section 7. PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act as his proxy at a meeting or by written action. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided by the General Corporation Law. As used herein, a ^"proxy" shall be deemed to mean a written authorization signed by a shareholder or a shareholder's attorney infact giving another person or persons power to vote or consent in writing with respect to the shares of such shareholder, and "Signed" as used herein shall be deemed to mean the placing of such shareholder's name on the proxy, whether by manual signature, typewriting, telegraphic transmission or otherwise by such shareholder or such shareholder's attorney in fact. Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

Section 8. INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed or, if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election, or persons to replace any of those who so fail or refuse, at the meeting. The number of inspectors shalleither one orthree. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors ofelection, the decision, act, or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.

Section 9. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one or more subsidiaries.

Section 10. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the voting shares shall constitute a quorum at a meeting of shareholders for the transaction of any business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken, other than adjournment, is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented thereat, but no other business may be transacted except as hereinbefore provided.

In the election of directors, a plurality of the votes cast shall elect. No shareholder shall be entitled to exercise the right of cumulative voting at a meeting for the election of directors unless the candidate's name or the candidates' names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented at the meeting.

Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General Corporation Law, the Articles of Incorporation or these By-laws, any action which may be taken at any annual or special meeting may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized bysuch approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 11. BALLOT. Elections of directors at a meeting need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. In all other matters, voting need not be by ballot.

Section 12. SHAREHOLDERS' AGREEMENTS. Notwithstanding the above provisions in the event this corporation elects to become a close corporation, an agreement between two or more shareoldersthereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Section 706, and may otherwise modify these provisions as to shareholders’meetings and actions.

ARTICLE II

BOARD OF DIRECTORS

Section 1. FUNCTIONS. The business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

Each director_, shall exercise such powers and otherwise perform such duties in good faith, in the manner such director believes to be in the best interests of the corporation, and with care, including reasonable inquiry, using ordinary prudence, as a person in a like position wouldusa under similar circumstances. (Section 309).

Section2. EXCEPTION FOR CLOSECORPORATION. Notwithstanding the provisions of Section l, in the event that this corporation shall elect to become a close corporation as defined in Section 186, its shareholders may enter into a Shareholders’ Agreement as provided in Section 300 (b). Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the shareholders, provided however such agreement shall, to the extent and so long as the discretion or the powers of the Board inits management of corporate affairs is controlled by such agreement, impose upon each shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Section 300(d).

Section 3. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of the corporation, a citizen of the United States, or a resident of the State of California. The authorized number of directors constituting the Board of Directors until further changed shall be five. Thereafter, the authorized number of directors constituting the Board shall be at least three provided that, whenever the corporation shall have only two shareholders, the number of directors may be at least two, and, whenever the' corporation shall have only one shareholder, the number of directors may be at least one. Subject to the foregoing provisions, the number of directors may be changed from time to time by an amendment of these By-Laws adopted by the shareholders. Any such amendment reducing the number of directors to fewer than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in writing in the case of action by written consent are equal to more than sixteen and two-thirds percent of the outstanding shares. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

Section 4. ELECTION AND TERM. The initial Board of Directors shall consist of the persons elected at the meeting of the incorporator, all of whom shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation or removal from office. Thereafter, directors who are elected to replace any or all of the members of the initial Board of Directors or who are elected at an annual meeting of shareholders, and directors who are elected inthe interim to fill vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors, any vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, including any other vacancies which the General Corporation Law authorizes directors to fill,and including vacancies resulting from the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected, if the Articles of Incorporation or a By-Law adopted by the shareholders so provides, may be filled by the vote of a majority of the directors then in office or of the sole remaining director, although less than a quorum exists. Anydirector may resign effective upon giving written notice to the Chairman of the Board, if any, the President, the Secretary or the Board of Directors, unless the notice specifies a later time forthe effectiveness of such resignation. If the resignation is effective at a future time, a successor may, be elected to the office when the resignation becomes effective.

The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but whichthey have not filled. Any such election a written consent shall require the consent of a majority of the shares.

Section 5. [All of this Section 5 delegated by action of Board.]

Section 6. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

PLACE. Meetings may be held at any place, within or without the State of California, which has been designated in any notice of the meeting, or, if not stated in said notice, or, if there is no notice given, at the place designated by resolution of the Board of Directors.

CALL. Meetings may be called by the Chairman of the Board, if any and acting, by the Vice Chairman of the Board, if any, by the President, if any, by any vice President or Secretary, or by any two directors.

NOTICE AND WAIVER THEREOF. No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors. Special meetings shall be held upon at least four days' notice by mail or upon at least forty-eight hours' notice delivered personally or by telephone or telegraph. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends themeeting without protesting, prior thereto or at its commencement, the lack of notice to such director. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

Section 7. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event only one director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc., by such sole director, who shall have all the powers and shall assume all the responsibilities otherwise herein described as given to the Board of Directors.

Section 8. QUORUM AND ACTION. A majority of the authorized number of directors shall constitute a quorum except when a vacancy or vacanciesprevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute at least either one-third of the authorized number of directors or at least two directors, whichever is larger, or unless the authorized number of directors is only one. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of the adjournment. Except as the Articles of Incorporation, these By-Laws and the General Corporation Law may otherwise provide, the act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear oneanother, and participation by such use shall be deemed to constitute presence in person at any such meeting.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action which may be taken is approved by at least a majority of the required quorum for such meeting.

Section 9. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, the Vice Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if any and present and acting, or any director chosen by the Board, shall preside.

Section 10. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office without cause by approval of the holders of at least a majority of the shares provided, that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast, or, if such action is taken by written consent, in lieu of a meeting, all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director's most recent election are then being elected. If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent. The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or convicted of a felony.

Section 11. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the authorized number of directors, may designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolutionof the Board of Directors, shall have all the authority of the Board of Directors except such authority as may not be delegated by the provisions of the General Corporation Law.

Section 12. INFORMAL ACTION. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. WRITTEN ACTION. Any action required or permitted to be taken may be taken without a meeting ifall of the members of the Board of Directors shall individually or collectively consent in writing to such action. Any such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

ARTICLE III

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may beappointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices.

Section2. ELECTION. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officersas the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any^-office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Sections 6 and 7 of Article III were amended by Written Action of the Board dated January 20, 1992 to read as follows:

Section 6. CHAIRMAN OF THE BOARD. The chairman shall preside, if present, at board meetings and meetings of the shareholders and shall exercise and perform such other powers and duties as may be assigned to him by the board or prescribed by the bylaws. The chairman shall be the chief executive officer of the corporation and as such shall be responsible for the general supervision, direction and control of the corporation's business and the managerial powers and duties of management usually vested in the chief executive officer, including determining the basic objectives of the corporation, formulating plans and policies, and allocateresources for, the achievement of such objectives, interpreting and applying the policies established by the board of directors, and for the organization of the corporation and the allocation of duties andresponsibilities among the personnel of the corporation.

Section 7. PRESIDENT. Except to the extent that the bylaws or board of directors assign specific powers and duties to the chairman, the president shall be the chief operating officer of the corporation and, subject to the control of the board and the chairman shall direct and coordinate the activities of the line and staff components of the corporation toward the achievement of the objectives as established by the board of directors and the chairman, and shall be responsible for the full range of operations of the corporation, and for analyzing and appraising the effectiveness of all operations. The president, in the absence of the chairman, or if there is none, shall preside at all meetings of the board and of the shareholders.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretaryshall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, ofall meetings of Directors and Shareholders, with thetime and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any director.

This officer shall deposit all monies and other valuables in the name and tothe credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all his transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. CERTIFICATES FOR SHARES. Each certificate for shares of the corporation shall set forth therein the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, prescribed by Sections 416-419,inclusive, and other relevant Sections of the General Corporation Law of the State of California (the "General Corporation Law") and such other statements, as applicable, which may be prescribed by the Corporate Securities Law ofthe State of California and any other applicable provision of the law. Each such certificate issued shall be signed in the name of the corporationby the Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of Directors, if any, the President, if any, or a Vice President, if any, and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on a certificate for shares may be a facsimile, in case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

In the event that thecorporation shall issue the whole or any part of its shares as partly paid and subject to call for theremainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements prescribed by Section 409 of the General Corporation Law.

Section 2. LOST OR DESTROYED CERTIFICATESFOR SHARES. The corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost, stolen or destroyed. As a condition to such issuance, the corporation may require any such owner of the allegedly lost, stolen or destroyed certificate or any such owner's legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. SHARE TRANSFERS. Upon compliance with any provisions of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers of shares of the corporation shall be made only on the record of shareholders of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes, if any, due thereon.

Section 4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payment of anydividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance a record date, which shall not be more than sixty days or fewer than ten days prior to the date of such meeting or more than sixty days prior to any other action.

If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if noticeis waived, at the close of business on the business daynext preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth day prior to the day of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five days from the date set for the original meeting.

Except as may beotherwise provided by the General Corporation Law, shareholders on the record date shall be entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

Section 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President or any other person authorized by resolution of the Board of Directors.

Section 6. MEANING OF CERTAIN TERMS. As used in these By-Laws in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing, in lieu of a meeting, as the case may be, the term "share" or "shares" or "shareholder" or "shareholders" refers to an outstanding share or shares and to a holder or holdersof record or outstanding shares when the corporation is authorized^' to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

Section 7. CLOSE CORPORATION CERTIFICATES. Allcertificates representing shares of this corporation, in the event it shall electto become a close corporation, shall contain the legend required by Section 418 (c).

ARTICLE V

EFFECT OF SHAREHOLDERS’ AGREEMENT-CLOSE CORPORATION

Any Shareholders' Agreement authorized by Section 300 (b) shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Sections 158 (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties). Any other provisions of the Code or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE VI

CORPORATE CONTRACTS AND INSTRUMENTS—HOW EXECUTED

The Board of Directors, except as in the By-Laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purposes or any amount, except as provided in Section 313 of the Corporations Code.

After the initial By-Laws of the corporation shall have been adopted by the incorporator or incorporators of the corporation, the By-Laws may be amended or repealed or new By-Laws may be adopted by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, that the Board of Directors shall have no control over any By-Law which fixes or changes the authorized number of directors of the corporation; provided, further, than any control over the By-Laws herein vested in the Board of Directors shall be subject to the authority of the aforesaid shareholders to amend or repeal the By-Laws or to adopt new By-Laws; and provided further that any By-Law amendment or new By-Law which changes the minimum number of directors to fewer than five shall require authorization by the greater proportion of voting power of the shareholders as hereinbefore set forth.

ARTICLE VIII

BOOKS AND RECORDS - STATUTORY AGENT

Section 1. RECORDS: STORAGE AND INSPECTION. The corporation shall keep at its principal executive office in the State of California, or, if its principal executive office is not in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California, and, if the corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

Section 2. RECORD OF PAYMENTS. All checks, drafts or other orders for payment of money, notesor other evidences of indebtedness, issued in the name of or payable tothe corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 3. ANNUAL REPORT. Whenever the corporation shall have fewer than one hundred shareholders, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

Section4. AGENT FOR SERVICE. The name of the agent for service of process within the State of California is

CERTIFICATE OF ADOPTION OF BY-LAWS

THIS IS TO CERTIFY:

That I am the duly-elected, qualified and acting Secretary of the above-named corporation; that the foregoing By-Laws were adopted as the By-Laws of said corporation on the date set forth above by the person(s) appointed in the Articles of Incorporation to act as the Incorporator(s) or First Director(s) of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 28th day of October 1978.

    /s/ Malcolm J. Finlayson

Secretary

CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS’ VOTE

THIS IS TO CERTIFY:

That I am the duly-elected, qualified and acting Secretary of the above-named corporation and that the above and foregoing Code of By-Laws was submitted to the shareholders at their first meeting held on the date set forth in the By-Laws and recorded in the minutes thereof, was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 28th day of October 1978.

   /s/ Malcolm J. Finlayson

Secretary

Article IX added; Amendment approved by Board of Directors on 3/1/96 and by shareholders on 3/15/96.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTEER AGENTS

Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, formal or informal, whether brought in the name of the corporation or otherwise and whether of a civil, criminal, administrative or investigative nature (hereinafter a “proceeding”) , by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action or inaction in an official capacity or in any other capacity while serving as a director or officer, shall, subject to the terms of any agreement between the corporation and such person, be indemnified and held harmless by the corporation to the fullest extent permissible under California law and the corporation's Articles of Incorporation, against all costs, charges, expenses, liabilities and losses (including attorney’s fees, judgments_, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith,and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided however, that:

(a)the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of the corporation;

(b)the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) other than a proceeding by or in the name of the corporation to procure a judgment in its favor only if any settlement of such a proceeding is approved in writing by the corporation;

(c)no such person shall, be indemnified (i) except to the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or officer is paid pursuant to any directors' and officers' liability insurance policy maintained by the corporation; (ii) on the account of any suit in which judgment is rendered against such person for an accounting of profits made from the purchase or sale by such person of securities of the corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a court of competent jurisdictionfinally determines that any indemnification hereunder is unlawful; and (iv) as to circumstances in which indemnity is expressly prohibited by Section 317 of the General Corporation Law of California (the "Law") ; and

(d)that no such person shall be indemnified with regard to any action brought by or in the right of the corporation for breach of duty to the corporation and its shareholders (i) for acts or omissions involving intentional misconduct or knowing and culpable violation of law; (ii) for acts or omissions that the director or officer believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director or officer; (iii) for any transaction from which the director or officer derived an improper personal benefit; (iv) for acts or omissions that show a reckless disregard for the director’s or officer’s duty to the corporation or its shareholders in circumstances in which the director or officer was aware, or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to the corporation or its shareholders; (v) for acts or omissions that constitute an unexcused patter of inattention that amounts to an abdication of the director’s or officer’s duties to the corporation or its shareholders; and (vi) for costs, charges, expenses and liabilities and losses arising under Section 310 and 316 of the General Corporation Law of California (the “Law”).

The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that if the Law requires the payment of such expensesincurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity inwhich service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, such advances shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts to the corporation if it shall be ultimately determined that such person is not entitled to be indemnified.

Section 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. A person who was or is a party or is threatened to be made a party to or is involved in anyproceeding by reason of the fact that he or she is or was an employee or agent of the corporation or is or was serving at the request of the corporation as an employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such action is an alleged action or inaction in an official capacity or in any other capacity while serving_. as an employee or agent, may, subject to the tests of any agreement between the corporation and such person, be indemnifiedand held harmless by the corporation to the fullest extent permitted by California lawand the corporation's Articles of Incorporation, against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. The immediately preceding sentence is not intended to be and shall not be considered to confer a contract right on any employee or agent (other than directors and officers) of the corporation.

Section 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT. If a claim under Section 1 of this Article is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any timethereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. Neither the failure of the corporation (including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct, if any, nor an actual determination by the corporation (including its Board, independent legal counsel, or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the claimant has not met the applicable standard of conduct

Section 4. SUCCESSFUL DEFENSE. Notwithstanding any other provision of this Article, to the extent that a director or officer has been successful on the merits or otherwise (including the dismissal of an action without prejudice or the settlement of a proceeding or action without admission of liability) in defense of any proceeding referred to in Section 1 or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Section 5. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification provided by this Article shall not be exclusive of nor limit any other right which any person may have or hereafter acquire under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Law.

Section 7. EXPENSES AS A WITNESS. To the extent that any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, heor she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her on his or her behalf connection therewith.

Section 8. INDEMNITY AGREEMENTS. The corporation may enter into agreements with any director, officer, employee or agent of the corporation or any person who serves at the request of the corporation as a director, officer, employee or agent of another corporation of a partnership, joint venture, trust or other enterprise, providing for indemnification to the fullest extent permissib under the corporation’s Articles of Incorporation.

Section 9. SEPARABILITY. Each and every paragraph, sentence, term and provision of this Article is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or unenforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Article may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article and any agreement between the corporation and claimant, the broadest possible indemnification permitted under applicable law.

Section 10. EFFECT OF REPEAL OR MODIFICATION. Any repeal or modification of this Article shall not adversely affect any right of indemnification of a director or officer existing at the time of such repeal or modification with respect to any action or omission occurring prior to such repeal or modification.

EX-3.13

ARTICLES OF INCORPORATION

(domestic profit corporation)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles:

ARTICLE I

The name of the corporation is MCE ACQUISITION CORPORATION.

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares: Common Shares – One Thousand (1,000) with no par value.

ARTICLE IV

The address of the registered office is: 30600 Telegraph Road, Bingham Farms, Michigan 48025. The name of the resident agent at the registered office is: The Corporation Company.

ARTICLE V

The name and address of the incorporate is as follows:

Karen Mohan, 100 Jericho Quadrangle, Suite 225, Jericho, NY 11753.

ARTICLE VI

Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

I, the incorporator, sign my name this 20th day of June, 2003.

/s/ Karen Mohan

Karen Mohan, Incorporator

CERTIFICATE OF MERGER

Cross Entity Merger for use by Profit Corporations, Limited Liability Companies and Limited
Partnerships

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:

1. The Plan of Merger (Consolidation) is as follows:

(a) The name of each constituent entity and its identification number is:

MCE Technologies, Inc. 336788

MCE Acquisition Corporation 54032C

(b) The name of the surviving (new) entity and its identification number is:

MCE Acquisition Corporation 54032C

310 Dino Drive, Ann Arbor, Michigan 48103

2. For each constituent stock corporation, state:

Name of Corporation	Designation and number of outstanding shares in each class or series	Indicate class or series of shares entitled to vote	Indicate class or series entitled to vote as a class
MCE Technologies, Inc.	20,988,180 shares Common Stock 4,326.4 shares	Common Stock	Preferred Stock (which vote has been received)
	Preferred Stock	Preferred Stock
MCE Acquisition Corporation	1,000 shares Common Stock	Common Stock	N/A

When this Certificate of Merger is filed with the Department of Consumer & Industry Services, each share of common stock of MCE Technologies, Inc. issued and outstanding at the Effective Time shall be converted into the right to receive 0.2554 shares of common stock of Aeroflex Incorporated, a Delaware corporation, and each share of preferred stock issued and outstanding at the Effective Time shall be redeemed for cash. Each share of common stock of MCE Acquisition Corporation issued and outstanding at the Effective Time shall continue as one share of common stock of MCE Acquisition Corporation.

The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:

Article I of the Articles of Incorporation of the surviving corporation is hereby amended to read as follows:

The name of the Corporation is Aeroflex MCE Technologies, Inc.

The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation.

The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.

The plan of merger was approved by the Board of Directors and the shareholders of the following Michigan corporations in accordance with Section 703a of the Act.

MCE Technologies, Inc.

MCE Acquisition Corporation

/s/ John L. Smucker	/s/ Michael Gorin
John L. Smucker, President	Michael Gorin, President
MCE Technologies, Inc.	MCE Acquisition Corporation

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 182, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is Aeroflex MCE Technologies, Inc..

2. The identification number assigned by the Bureau is: 54032C.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is Aeroflex Microelectronic Solutions, Inc.

4. The effective date of this filing shall be December 31, 2003.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 25th day of November, 2003 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 25th day of November, 2003 by

    /s/ Michael Gorin

Michael Gorin, Vice President

EX-3.14

MCE ACQUISITION CORPORATION

* * * * *

B Y - L A W S

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in Lansing, Michigan.

Section 2. The corporation may also have offices at such other places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in the principal office of the corporation or at such other place as may be fixed from time to time by the board of directors.

Section 2. The annual meetings of shareholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the board of directors. Any other proper business may be transacted at the annual meeting of shareholders.

Section 3. Written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Michigan as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of shareholders may be called at any time, for any purpose or purposes, by the board of directors or by such other persons as may be authorized by law.

Section 3. Written notice of the time, place and purposes of a special meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. The shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. When the holders of a class or series of shares, are entitled to vote separately on an item of business, this section applies in determining the presence of a quorum of such class or series for transaction of the item of business.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

In all elections for directors every shareholder entitled to vote shall have the right to vote in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

Section 4. Any action required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if all the shareholders entitled to vote thereon consent thereto in writing.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be not less than three nor more than fifteen. Directors need not be residents of the State of Michigan nor shareholders of the corporation. The first board of directors shall hold office until the first annual meeting of shareholders. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and shall hold office for the term for which he is elected and until his successor is elected and qualified.

Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A directorship to be filled because of an increase in the number of directors or to fill a vacancy may be filled by the board for a term of office continuing only until the next election of directors by the shareholders.

Section 3. The business affairs of the corporation shall be managed by its board except as otherwise provided by statute or in the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, outside of the State of Michigan, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular or special meetings of the board of directors may be held either within or without the State of Michigan.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on not less than forty-eight (48) hours notice to each director by mail, or on twenty-four (24) hours notice by telephone or telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting.

Section 6. A majority of the members of the board then in office constitutes a quorum for transaction of business, unless the articles of incorporation provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board unless the vote of a larger number is required by statute, the articles or these by-laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Unless otherwise provided by the articles of incorporation, action required or permitted to be taken pursuant to authorization voted at a meeting of the board may be taken without a meeting if, before or after the action, all members of the board consent thereto in writing. The written consents shall be filed with the minutes of the proceedings of the board. The consent has the same effect as a vote of the board for all purposes.

ARTICLE VII

COMMITTEES

Section 1. Unless otherwise provided in the articles of incorporation, the board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such an absent or disqualified member. A committee, and each member thereof, shall serve at the pleasure of the board. A committee, to the extent provided in the resolution of the board or in the by-laws, may exercise all powers and authority of the board in management of the business and affairs of the corporation subject to any limitations by statute or in the articles of incorporation.

ARTICLE VIII

NOTICES

Section 1. When a notice or communication is required or permitted by this act to be given by mail, it shall be mailed, except as otherwise provided in this act, to the person to whom it is directed at the address designated by him for that purpose or, if none is designated, at his last known address. The notice or communication is given when deposited, with postage thereon pre-paid, in a post office or official depository under the exclusive care and custody of the United States postal service. The mailing shall be registered, certified or other first class mail except where otherwise provided by statute.

Section 2. When, under statutory requirements or the articles of incorporation or these by-laws or by the terms of an agreement or instrument, a corporation or the board or any committee thereof may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken or, in case of a shareholder, by his attorney-in-fact, submits a signed waiver of such requirements.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be appointed by the board of directors and shall be a president, one or more vice-presidents, secretary, treasurer and such other officers as may be determined by the board.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, secretary, and treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers, assistant officers, employees and agents as it deems necessary and prescribe their powers and duties.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. An officer elected or appointed shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal. An officer elected or appointed by the board may be removed by the board with or without cause.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the chairman of the board, vice-chairman of the board, president or a vice-president and by the treasurer, assistant treasurer, secretary or assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of this state, the name of the person to whom issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, the par value of each share represented by the certificate, or a statement that the shares are without par value and shall set forth on its face or back or state that the corporation will furnish to a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, and the board may require the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged lost or destroyed certificate or the issuance of such a new certificate.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING OF RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. The date shall not be more than sixty nor less than ten days before the date of the meeting, not more than sixty days before any other action. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any purpose shall be the close of business on the day on which the resolution of the board relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. For the purpose of determining shareholders entitled to vote or receive payment of a dividend or allotment of a right, the corporation shall be authorized to accept the list of shareholders made and certified by the officer or agent having charge of the stock transfer books as prima facie evidence as to who are such shareholders on the designated record date.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the stock transfer books for shares of a corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by each shareholder, produced at the time and place of the meeting, subject to inspection by any share-holder during the whole time of the meeting and be prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting. A person who is a shareholder of record of a corporation, upon at least ten days' written demand may examine for any proper purpose in person or by agent or attorney, during usual business hours, its minutes of shareholders' meetings and record of shareholders and make extracts therefrom, at the places where they are kept.

ARTICLE XI

DIVIDENDS

Section 1. The board of directors may declare and pay dividends or make other distributions in cash, bonds or property of the corporation, including the shares or bonds of other corporations, on its outstanding shares, except when currently the corporation is insolvent or would thereby be made insolvent, or when the declaration, payment or distribution would be contrary to any statutory restriction or restriction contained in the articles of incorporation.

Section 2. Before payment of any dividend, the board of directors may create reserves from its earned surplus or capital surplus for any proper purpose and may increase, decrease or abolish such reserve.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Michigan". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

These by-laws may be amended or repealed or new by-laws may be adopted by the shareholders or board of directors except as may be provided in the articles of incorporation. The shareholders may prescribe in these by-laws that any by-law made by them shall not be altered or repealed by the board of directors. Amendment of the by-laws by the board requires a vote of not less than a majority of the members of the board then in office.

ARTICLE XIII

DIRECTORS' ANNUAL STATEMENT

Section 1. At least once in each year the board of directors shall cause a financial report of the corporation for the preceding fiscal year to be made and distributed to each shareholder thereof within four months after the end of the fiscal year. The report shall include the corporation's statement of income, its year-end balance sheet and, if prepared by the corporation, its statement of source and application of funds and such other information as may be required by statute.

FINANCIAL STATEMENT TO SHAREHOLDERS

Section 2. Upon written request of a shareholder, the corporation shall mail to the shareholder its balance sheet as at the end of the preceding fiscal year; its statement of income for such fiscal year; and, if prepared by the corporation, its statement of source and application of funds for such fiscal year.

ARTICLE XIV

INDEMNIFICATION PROVISION

Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or an agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the Business Corporation Act of the State of Michigan, as from time to time in effect, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer, employee or agent is or may be entitled and shall inure to the benefit of the heirs, executors and administrators of each such person.

Section 2. The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article, and the relevant provisions of the Business Corporation Act of the State of Michigan and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

EX-3.15

CERTIFICATE OF INCORPORATION

of

AEROFLEX LABORATORIES INCORPORATED

FIRST: The name of the corporation is:

AEROFLEX LABORATORIES INCORPORATED.

SECOND:The address of its registered office in the State of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is: The Corporation Trust Company.

THIRD:The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:The total number of shares of stock which the corporation shall have authority to issue is TWO THOUSAND (2,000) shares, no par value.

FIFTH:The name and mailing address of each incorporator is as follows:

Melinda O’Donnell	100 Jericho Quadrangle
	Suite 225
	Jericho, New York 11753

SIXTH:The number of directors of the corporation shall not be less than three (3) nor more than twelve (12) and the number to be chosen within such limits shall be determined in the manner prescribed by the by-laws of this corporation. No director need be a stockholder of the corporation.

SEVENTH:The corporation is to have perpetual existence.

EIGHTH:In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, such committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders, the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations as its board of directors shall deem expedient and for the best interests of the corporation.

NINTH:Meetings of the stockholders may be held within or without the State of Delaware as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

TENTH:The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is its act and deed and the facts herein stated are true and accordingly has caused this certificate to be executed on its behalf this 29^th day of October, 1985.

/s/ Melinda O’Donnell

Melinda O’Donnell

SOLE INCORPORATOR

100 Jericho Quadrangle

Jericho, New York 11753

CERTIFICATE OF MERGER

-of-

COMSTRON CORPORATION

(A Delaware corporation)

into

AEROFLEX LABORATORIES INCORPORATED

(A Delaware corporation)

* * * * * *

The undersigned corporation, AEROFLEX LABORATORIES INCORPORATED, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
COMSTRON CORPORATION	Delaware
AEROFLEX LABORATORIES
INCORPORATED	Delaware

SECOND:That an agreement of merger between the parties to the merger has been adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:The name of the surviving corporation of the merger is AEROFLEX LABORATORIES INCORPORATED, a Delaware corporation.

FOURTH:That the Certificate of Incorporation of AEROFLEX LABORATORIES INCORPORATED, a Delaware corporation which shall survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH:That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is: 35 South Service Road, Plainview, New York 11803.

SIXTH:That a copy of the agreement of merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH:The Certificate of Merger shall be effective on November 8, 1989.

AEROFLEX LABORATORIES INCORPORATED
By:	/s/ G. Darrell Robertson
	G. Darrell Robertson
	President

ATTEST:

By:	/s/ Richard Carey
	Richard Carey
	Secretary

CERTIFICATE OF MERGER

OF

AEROFLEX AMPLICOMM, INC.

INTO

AEROFLEX LABORATORIES INCORPORATED

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
Aeroflex Amplicomm, Inc.	Delaware
Aeroflex Laboratories Incorporated	Delaware

SECOND:That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of Delaware.

THIRD:That the name of the surviving corporation of the merger is Aeroflex Laboratories Incorporated.

FOURTH:That the Certificate of Incorporation of Aeroflex Laboratories Incorporated, a Delaware corporation, which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH:That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 35 South Service Road, Plainview, New York 11803.

SIXTH:That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH:That this Certificate of Merger shall be effective on June 30, 2002.

Dated: June 25, 2002

AEROFLEX LABORATORIES INCORPORATED
By:	/s/ Michael Gorin
	Michael Gorin, Vice President

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION OF

AEROFLEX LABORATORIES INCORPORATED

AEROFLEX LABORATORIES INCORPORATED, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of AEROLFEX LABORATORIES INCORPORATED, resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable.

SECOND:That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to adopt the following amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Article First of the Corporation’s Certificate of Incorporation, so that, as amended, said Article shall be and read as follows:

“FIRST:The name of the corporation is

AEROFLEX PLAINVIEW, INC.”

THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AEROFLEX LABORATORIES INCORPORATED had caused this certificate to be signed by Michael Gorin, its Vice President and Charles Badlato, its Assistant Secretary, this 29^th day of August, 2003.

AEROFLEX LABORATORIES INCORPORATED
By:	/s/ Michael Gorin
	Michael Gorin, Vice President

ATTEST:
By:	/s/ Charles Badlato
	Charles Badlato, Asst. Secretary

EX-3.16

BY-LAWS

of

AEROFLEX LABORATORIES INCORPORATED

ARTICLE I - OFFICES

SECTION 1.REGISTERED OFFICE. The registered office shall be established and maintained at 1209 Orange Street in the County of New Castle in the State of Delaware.

SECTION 2.OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II - MEETING OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by an provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III - DIRECTORS

SECTION 1.NUMBER AND TERM. The number of directors shall be four. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filed, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV - OFFICERS

SECTION 1.OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.OTHER OFFICES AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meetings is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate which the corporation shall issue to represent such class of series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingences or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI - CLOSE CORPORATIONS; MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII - AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

ACTION BY WRITTEN CONSENT

OF THE SOLE STOCKHOLDER OF

AEROFLEX PLAINVIEW, INC.

Pursuant to Section 228 of the Delaware General Corporation Law, the undersigned, being the sole stockholder of Aeroflex Plainview, Inc. (f/k/a Aeroflex Laboratories Incorporated), a Delaware corporation (the “Corporation”), acting by written consent in lieu of a special meeting, does hereby make the following recitals and adopt the following resolutions:

Approval and Adoption of Amended Bylaws

WHEREAS, the Board desires to amend the Bylaws of the Corporation as set forth in Exhibit A attached hereto.

NOW, THEREFORE, BE IT:

RESOLVED, the amendment to the Bylaws of the Corporation set forth in Exhibit A attached hereto, be, and hereby is, approved and adopted.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned being the sole stockholder of the Company, has executed this written consent as of the 15^th day of August, 2007.

AEROFLEX INCORPORATED
By:	/s/ John Buyko
	Name: John Buyko
	Title: EVP President AMS

EXHIBIT A

AMENDMENT TO THE BYLAWS OF AEROFLEX PLAINVIEW, INC.

EFFECTIVE AS OF AUGUST 15, 2007

1.Article III, Section 1 of the Bylaws is hereby amended to read in its entirety as follows:

“Section 1. Number, Tenure and Qualifications. The board of directors shall consist of one or more members; the exact number of directors which shall constitute the whole board of directors shall be fixed from time to time by resolution adopted by the majority of the whole board of directors. Until the number of directors has been so fixed by the board of directors, the number of directors constituting the whole board of directors shall be five. Directors need not be stockholders of the Company. Each director shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for a one year term and until his successor shall be elected and shall qualify.”

2.The title of the Bylaws is hereby amended to delete “Aeroflex Laboratories Incorporated” and replace it with “Aeroflex Plainview, Inc.”

3.Except to the extend expressly amended by this Amendment, the Bylaws shall remain in full force and effect.

EX-3.17

ARTICLES OF INCORPORATION

(domestic profit corporation)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles:

ARTICLE I

Name

The name of the corporation is WEINSCHEL CORPORATION.

ARTICLE II

Purpose

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan, as amended (the “MBCA”).

ARTICLE III

Authorized Shares

The total authorized shares consists of 60,000 shares of Common Stock. Each share is entitled to one vote on all matters submitted to the shareholders of the corporation and each share shall have all of the same rights and preferences as each other share.

ARTICLE IV

Registered Office and Resident Agent

The address and mailing address of the initial registered office is 15450 East Jefferson, Grosse Pointe Park, Michigan 48230. The name of the initial resident agent is John L. Smucker.

ARTICLE V

Limitation of Director Liability

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: (i) breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (iii) a violation of Section 551(1) of the MBCA; or (iv) a transaction from which the director derived an improper personal benefit.

If the MBCA hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained herein, shall be limited to the fullest extent permitted by the amended MBCA as so amended.

No amendment or repeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VI

Compromise, Arrangement, or Plan of Reorganization

Whenever a compromise or arrangement or any plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equity jurisdiction within the State of Michigan may, on the application of this corporation or of any creditor or any shareholder thereof, or on the application of any receiver or receivers appointed for this corporation, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as said court directs.

If a majority in number, representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, agrees to any compromise or arrangement or to any reorganization of this corporation as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, as the case may be, and also on this corporation.

ARTICLE VII

Corporate Action Without Meeting of Shareholders

Any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE VIII

Incorporator

The name and business address of the incorporator is J. Michael Bernard, Dykema Gossett PLLC, 400 Renaissance Center, Detroit, Michigan 48243.

I, the incorporator, sign my name this 5th day of October, 1995.

/s/ J. Michael Bernard

J. Michael Bernard, Incorporator

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is Weinschel Corporation.

2. The identification number assigned by the Bureau is: 336-790.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is MCE/Weinschel Corporation.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 28th day of June, 2001 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 29th day of June, 2001 by

  /s/ Robert L. Stephens

Robert L. Stephens, President

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is MCE/Weinschel Corporation.

2. The identification number assigned by the Bureau is: 336790.

3. Article 1 of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is Aeroflex/Weinschel, Inc.

4. The effective date of this filing shall be: December 31, 2003.

The foregoing amendment to the Articles of Incorporation was duly adopted on the 25th day of November, 2003, by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

Signed this 25th day of November, 2003 by

  /s/ Michael Gorin

Michael Gorin, Vice President

EX-3.18

BYLAWS

of

WEINSCHEL CORPORATION

ARTICLE I

Offices

1.01 Principal Office. The principal office of the corporation shall be at such place within the State of Michigan as the Board of Directors shall determine from time to time.

1.02 Other Offices. The corporation also may have offices at such other places as the Board of Directors from time to time determines or the business of the corporation requires.

ARTICLE II

Seal

2.01 Seal. The Corporation may, but is not required to, have a seal in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, reproduced or otherwise.

ARTICLE III

Capital Stock

3.01Issuance of Shares. The shares of capital stock of the corporation shall be issued in such amounts, at such times, for such consideration and on such terms and conditions as the Board shall deem advisable, subject to the Articles of Incorporation and any requirements of the laws of the State of Michigan.

3.02 Certificates for Shares. The shares of the corporation shall be represented by certificates signed by the Chairman of the Board, President or a Vice President and also may be signed by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the State of Michigan, the name of the person to whom it is issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, and such other provisions as may be required by the laws of the State of Michigan.

3.03 Transfer of Shares. The shares of the capital stock of the corporation are transferable only on the books of the corporation upon surrender of the certificate therefor, properly endorsed for transfer, and the presentation of such evidences of ownership and validity of the assignment as the corporation may require.

3.04 Registered Shareholders. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business, or in the course of recapitalization, merger, plan of share exchange, reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by the lass of the State of Michigan.

3.05 Lost or Destroyed Certificates. Upon the presentation to the corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the corporation, the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve.

ARTICLE IV

Shareholders and Meetings of Shareholders

4.01 Place of Meetings. All meetings of shareholders shall be held at the principaloffice of the corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting.

4.02 Annual Meeting. The annual meeting of the shareholders of the corporation shall be held in the fourth calendar month after the end of the corporation's fiscal year, or at such other date as the Board of Directors shall determine from time to time, and shall be held at such place and time of day as shall be determined by the Board of Directors from time to time. Directors shall be elected at each annual meeting and such other business transacted as may come before the meeting.

4.03 Special Meetings. Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board (if such office isfilled) or the President and shall be called by the President or Secretary at the written request of shareholders holding a majority of the shares of stock of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called.

4.04 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at the meeting, either personally or by mailing such notice to his last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the shareholders provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this bylaw.

4.05 Record Dates. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action. The date fixed shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting, nor more than sixty (60) days before any other action. In such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or adjournment thereof, or to express consent or to dissent from such proposal, or to receive payment of such dividend or to receive such allotment of rights, or to participate in any other action, as the case may be, notwithstanding any transfer of any stock on the books of the corporation, or otherwise, after any such record date. Nothing in this bylaw shall affect the rights of a shareholder and his transferee or transferor as between themselves.

4.06 List of Shareholders. The Secretary of the corporation or the agent of the corporation having charge ofthe stock transfer records for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. The list: shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder; shall be produced at the time and place of the meeting; shall be subject to inspection by any shareholder during the whole time of the meeting; and shall be prima facie evidence as who are the shareholders entitled to examine the list or vote at the meeting.

4.07 Quorum. Unless a greater or lesser quorum is required by the laws of the State of Michigan, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the outstanding shares of the corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of a majority of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business.

4.08 Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. A proxy shall be signed by the shareholder or the shareholder's authorized agent or representative and shall not be valid after the expiration of three years from itsdate unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by the laws of the State of Michigan.

4.09 Voting. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation. Votes may be cast orally or in writing, but if more than 25 shareholders of record are entitled to vote, then votes shall be cast in writing signed by the shareholder or the shareholder's proxy. When an action, other than the election of directors, is to be taken by the vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by the laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at any election.

4.10 Participation via Communications Equipment. A shareholder may participate in a meeting of shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting in this manner constitutes presence in person at the meeting.

4.11 Action Without a Meeting.

(a)Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may betaken without a meeting, without prior notice and without a vote, if before or after the action all the shareholders entitled to vote consent in writing.

(b)Less than Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or dissent from a proposal without a meeting, written consents dated not more than ten (10) days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporationhaving custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered officeshall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE V

Directors and Meetings of Directors

5.01 Number and Eligibility. The business and affairs of the corporation shall be managed by a Board comprised of not less than one (1) nor more than seven (7) directors as shall be determined from time to time by the shareholders. The directors need not be residents of Michigan or shareholders of the corporation.

5.02 Election, Resignation and Removal. Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until the director's successor is elected and qualified, or until the director's resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. Except as otherwise provided in the Articles of Incorporation, a director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.

5.03 Vacancies. Vacancies inthe Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise_- shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless filled by proper action of the shareholders of thecorporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders. A vacancy that will occur at a specific date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the newly elected director may not take office until the vacancy occurs.

5.04 Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three (3) daysof suchtime excluding Sundays and legal holidays if such later time is deemed advisable, at the p1ace where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the meeting; provided, that if less than a majority of the directors appear for an annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might havebeen taken up thereinmay be taken up at any later special or annual meeting, or by consent resolution.

5.05 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time totime determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors.Special meetings of the Board may be called by the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary upon the written request of any two directors.

5.06 Notices. No notice shall be required for annual or regular meetings of the Board or for adjourned meetings, whether regular or special. Three (3) days' written notice shall be given for special meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting.

5.07 Quorum and Voting. A majority of the Board of Directors then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board or of a committee, except as a larger vote may be required by the laws of the State of Michigan or by the Articles of Incorporation.

5.08 Participation via Communications Equipment. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

5.09 Committees.

(a)Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint three or more members of the Board as an executive committee to exercise all powers and authorities of the Board in management of the business and affairs of the corporation, except that the committee shall not have power or authority to: (i) amend the Articles of Incorporation; (ii) adoptan agreement of merger or consolidation; (iii) recommend to shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets; (iv) recommend to shareholders a dissolution of the corporation or revocation of a dissolution; (v) amend these Bylaws (vi) fill vacancies in the Board; or (vii) unless expressly authorized by the Board, declare a dividend or authorize the issuance of stock.

(b)Other Committees. The Board of Directors from time to time may, by like resolution, appoint such other committees of one or more directors to have such authority as shall be specified by the Board in the resolution making such appointments. The Board of Directors may designate one or more directors as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof.

5.10 Dissents. A director who is present at a meeting of the Board of Directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a written dissent with the Secretary of the corporation within a reasonable time after the director has knowledge of the action.

5.11 Compensation. The Board of Directors may establish reasonable compensation of directors for services to the corporation as directors or officers.

5.12 Action Without a Meeting – Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, action required or permitted to be taken under authorization voted at any meeting of the board of directors or a committee of the board may be taken without a meeting, if, before or after the action, all members of the board then in office or of the committee, as the case may be, consent to the action in writing. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.

ARTICLE VI

Notices and Waivers of Notice

6.01 Notices. All notices of meetings required to be given to shareholders, directors, or any committee of directors maybe given by mail (registered, certified or other first class mail, with postage pre-paid), overnight carrier, telecopy, te1egram, computer transmission, radiogram, cablegram or other similar form of communication, addressed to any shareholder, director or committee member at his last address as it appears on the books of the corporation. The corporation shall have no duty to change the written address of any shareholder, director or committee member unless the secretary of the corporation receives written notice of such address change. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched; notices given by overnight carrier shall be deemed “dispatched” at 9:00 a.m. on the day the overnight carrier is reasonably requested to deliver the notice.

6.02 Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telecopy, telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan. Attendance of a person at any meeting of shareholders, in person orby proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows:

(a)In the case of a shareholder, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the shareholder objects to considering the matter when it is presented.

(b)In the case of a director, unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

ARTICLE VII

Officers

7.01 Number. The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and may select a Chairman of the Board, and one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers. Any two or more of the above officers, except those of President and Vice President, may be held by the same person. No officer shall execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged, or verified by one or more officers.

7.02 Term of Office, Resignation and Removal. An officer shall hold office for the term for which he is elected or appointed and qualified, or until his resignation or removal. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer does not of itself create contract rights.

7.03 Vacancies. The Board of Directors may fill any vacancies in any office occurring for whatever reason.

7.04 Authority. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these Bylaws.

ARTICLE VIII

Duties of Officers

8.01 Chairman of the Board. The Chairman of the Board, if such office is filled, shall preside at all meetings of the shareholders and of the Board of Directors at which the Chairman is present and shall perform such other duties as the Board of Directors may from time to time prescribe.

8.02 President. The President shall be the chief executive officer of the corporation. The President shall see that all orders and resolutions of the Board are carried into effect and shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations which are held by the corporation. In the absence or disability of the Chairman of the Board, or if that office has not been filled, the President also shall perform the duties and execute the powers of the Chairman of the Board as set forth in these Bylaws.

8.03 Vice Presidents. The Vice Presidents, in the order designated by the Board of Directors or, lacking such designation, in the order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President may from time to time prescribe.

8.04 Secretary. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors, and shall keep in safe custody the seal of the corporation and, when authorized by the Board, affix the same to anyinstrument requiring it, and when so affixed it shall be attested by the signature of the Secretary, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of the duties and authorities of the Secretary to one or more Assistant Secretaries, unless such delegation is disapproved by the Board.

8.05 Treasurer. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation; and shall deposit all moneys and other valuable effects in the name and to thecredit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of thecorporation. The Treasurer may delegate any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation is disapproved by the Board of Directors.

8.06 Assistant Secretaries and Treasurers. The Assistant Secretaries, in order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in the event that the Secretary is absent, disabled or otherwise unavailable. The Assistant Treasurers, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in the event that the Treasurer is absent, disabled or otherwise unavailable. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Board of Directors and/or the President may prescribe from time to time.

ARTICLE IX

Special Corporate Acts

9.01 Orders for Payment of Money. All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

9.02 Contracts and Conveyances. The Board of Directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification, of the executing officers or agents, the Chairman of the Board, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto.

ARTICLE X

Books and Records

10.01 Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation's business and affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock ledgers and lists of shareholders, as theBoard of Directors shall deem advisable, and as shall be required by the laws of the State of Michigan and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Michigan in a place which the Board shall determine.

10.02 Reliance on Books and Records. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(a)One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b)Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.

(c)A committee of the board of which he or she is not a member if the director or officer reasonably believes the committeemerits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

ARTICLE XI

Indemnification

11.01 Non-Derivative Actions. Subject to all of the other provisions of this Article XI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not actin good faith and in a manner which the person reasonably believed to be in or not opposed to the bestinterests of the corporation or its shareholders and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

11.02 Derivative Actions. Subject to all the provisions of this Article XI, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partner, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

11.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or^.proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Section 11.03.

11.04 Definitions. For the purposes of Sections 11.01 and 11.02, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, itsparticipants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation or its shareholders" as referred to in Sections 11.01 and 11.02.

11.05 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this Article XI shall be a contract right, and shall apply to services of a director or officer as an employeee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in 11.03 of these Bylaws, the corporation shall have no obligations under this Article XI to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors.

11.06 Determination That Indennification is Proper. Any indemnification under Section ll.01 or 11.02 of these Bylaws(unless orderedby a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper inthe circumstances because the personhas met the applicable standard of conduct set forth in Section l1.01 or 11.02, whichever is applicable, and upon an evaluation of the reasonableness of expenses and amount paid in settlement. Such determination and evaluation shall be made in any of the following ways:

(a)By a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be madeparties to suchaction, suit or proceeding.

(b)If the quorum described in clause (a) above is not obtainable, then by a majority vote of a committee of directors duly designated by the Board of Directors and consisting solely of two or more directors who are not at the time parties or threatened to be made parties to the action, suit or proceeding.

(c)By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways: (i) by the board or its committee in the manner prescribed in subparagraph (a) or (b), or (ii) if a quorum of the board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the board.

(d)By the shareholders, but shares held by directors or officers who are parties or threatened to be made parties to the action, suit or proceeding may not be voted.

11.07 Proportionate Indemnity. If a person is entitled to indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

11.08 Expense Advance. The corporation may pay or reimburse the reasonable expenses incurred by a person referred to in Section 11.01 or 11.02 of these Bylaws who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if all of the following apply: (a) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Section 11.02 or 11.02; (b) the person furnishes the corporation a written undertaking executed personally, or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; (c) the authorization of payment is made in the mannerspecified in Section 11.06;and (d) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 11.01 or 11.02. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

11.09 Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article XI is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced orindemnified from all sources combined shall notexceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

11.10 Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article XI with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

11.11 Former Directors and Officers. The indemnification provided in this Article XI continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

11.12 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,officer,partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Michigan.

11.13 Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the corporation relating to the subject matter of Article XI of these Bylaws, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide prior to any such change. Subject to Section 11.14, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions.

11.14 Amendment or Repeal ofArticle XI. No amendment or repeal of this Article XI shall applyto or have any effect on any director or officer of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE XII

Amendments

12.01 Amendments. Unless otherwise provided herein, the Bylaws of the corporation may be amended, altered, or repealed, in whole or in part, by the shareholders or by the Board of Directors.

EX-3.19

 AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF IFR INSTRUMENTS, INC.

IFR Instruments, Inc. (the “Corporation”), a corporation originally incorporated under thename of IFR Systems, Inc. on December 10, 1995 and organized and existing under and by virtue of the General Corporation laws of the State of Delaware, does hereby certify:

FIRST: By written consent in lieu of a meeting, the Board of Directors of the Corporationduly adopted a resolution proposing and declaring advisable that the Certificate of Incorporationof the Corporation be amended and restated in its entirety as set forth in paragraph THIRD of this Amended and Restated Certificate of Incorporation and calling a meeting of the stockholders of the Corporation for consideration thereof. This Amended and Restated Certificate of Incorporation was thereto duly adopted and approved by the sole stockholder of the Corporation by written consent in lieu of a meeting.

SECOND: This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 and245 of the General Corporation law of the State of Delaware.

THIRD: That the Amended and Restated Certificate of Incorporation, as amended and restated hereby, reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF IFR AMERICAS, INC.

FIRST: The name of the corporation is IFR Americas, Inc.

SECOND: The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19899. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, par value $1.00 per share, and are to be of one class.

FIFTH: Unless and except to the extent that the Bylaws of the Corporation shall so require, the election ofdirectors of the Corporation need not be by written ballot.

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter, or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the corporation to alter or repeal any Bylaw whether adopted by them or otherwise.

SEVENTH: A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification, or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification, or repeal.

EIGHTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of whatsoever nature conferred upon stockholders, directors, or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to rights reserved inthis article.

NINTH: The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation. The name and mailing address of the person who is to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation, or until his successor is elected and qualifies is Alfred B. Hunt, III, 10200 West York Street, Wichita, Kansas 67215.

IN WITNESS WEREHOF, IFR Instruments, Inc. has caused this Certificate to be signed and attested by its duly authorized officer this 18th day of March, 1998.

 

IFR Instruments, Inc.
By:	/s/ Alfred H. Hunt, III
	Alfred H. Hunt, III, President

ATTEST:
By:	/s/ Charles J. Woodin
	Charles J. Woodin, Secretary

CERTIFICATE OF MERGER

MERGING

IFR INSTRUMENTS OF TEXAS, INC.,

a Delaware corporation,

into

IFR AMERICAS, INC.,

a Delaware corporation

(Under Section 251 of the General Corporation

Law of the State of Delaware)

IFR AMERICAS, INC., a Delaware, a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: The name and state of incorporation of each of the constituent corporations are:

Name	State of Incorporation
IFR Americas, Inc.	Delaware
IFR Instruments of Texas, Inc.	Delaware

SECOND: That a plan and agreement of merger between the parties to the merger has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is IFR Americas, Inc.

FOURTH: That the certificate of incorporation of IFR Americas, Inc., a Delaware corporation, the surviving corporation, shall be the certificate of incorporation of the surviving corporation.

FIFTH: That the executed plan and agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 10200 West York, Wichita, Kansas 67215.

SIXTH: That upon the request of any stockholder of a constituent corporation, a copy of the plan and agreement of merger will be provided without cost to such stockholder by the Surviving Corporation.

IN WITNESS WHEREOF, IFR Americas, Inc. has caused this Certificate to be signed by Alfred H. Hunt, III, its authorized officer, this 26 day ofFebruary, 1999.

IFR AMERICAS, INC.
By:	/s/ Alfred H. Hunt, III
	Alfred H. Hunt, III

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION OF

IFR AMERICAS, INC.

IFR AMERICAS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of IFR AMERICAS, INC., resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to adopt the following amendment in accordance with the provisions of Section 228 of the General Corporation Law of theState of Delaware:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing Article First of the Corporation's Certificate of Incorporation, so that, as amended said Article shall be and read as follows;

“FIRST: The name of the corporation is Aeroflex Wichita, Inc.”

THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WI'T'NESS WHEREOF, said IFR AMERICAS, INC. has caused this certificate to be signed by Michael Gorin, its Vice President and Charles Badlato, its Assistant Secretary, this 29 day of August, 2003.

IFR AMERICAS, INC.
By:	/s/ Michael Gorin
	Michael Gorin, Vice President

ATTEST:
By:	/s/ Charles Badlato
	Charles Badlato, Asst. Secretary

CERTIFICATE OF MERGER

-of-

JCAIR, INC.

(A Kansas corporation)

into

AEROFLEX WICHITA, INC.

(A Delaware corporation)

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST:That the name and state of incorporationof eachof the constituent corporations of the merger is as follows:

Name	State of Incorporation
JcAIR, Inc.	Kansas
Aeroflex Wichita, Inc.	Delaware

SECOND: That a Plan and Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware. The Plan and Agreement of Merger is set forth as Exhibit “A”.

THIRD: That the name of the surviving corporation of the merger is: AEROFLEX WICHITA, INC.

FOURTH: That the Certificate of Incorporation of AEROFLEX WICHITA, INC., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Plan and Agreement of Merger is on file at the principal office of the surviving corporation, the address of which is: 10200 West York Street, Wichita, Kansas 67215-8999.

SIXTH: That a copy of the Plan and Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

			Par value per
			share or statement
		that shares are	without
Corporation	Class	Number of Shares	par value
JcAIR, Inc.	Common	2,000,000	No Par Value

EIGHTH:That this Certificate of Merger shall be effective on May 9, 2005.

Dated: April 29, 2005

AEROFLEX WICHITA, INC.
By:	/s/ Michael Gorin
	Michael Gorin
	Vice President

Exhibit “A”

PLAN AND AGREEMENT OF MERGER

PLAN AND AGREEMENT OF MERGER, dated this 29^th day of April, 2005, pursuant to Section 252 of the General Corporation Law of the State of Delaware, between Aeroflex Wichita, Inc.., a Delaware corporation which isa wholly-owned subsidiary of Aeroflex Incorporated, and JcAIR, Inc., a Kansas corporation which is a wholly-owned subsidiary of Aeroflex Wichita, Inc.

WHEREAS, Aeroflex Wichita, Inc. and JcAIR, Inc. deem it to their benefit and advantage that JcAIR, Inc. shall merge with and into Aeroflex Wichita, Inc. and that Aeroflex Wichita, Inc. shall continue as the surviving corporation in such merger, upon the terms and subject to the conditions set forth in the Agreement and in accordance with the laws of the State of Delaware; and

WHEREAS, the Boards of Directors and stockholders ofAeroflex Wichita, Inc. and JcAIR, Inc. have, by resolutions duly adopted, approved this Agreement;

NOW, THEREFORE, the corporations, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

FIRST: Aeroflex Wichita, Inc., a corporation organized under the laws of the State of Delaware, shall merge with and into itself, and assume the liabilities and obligations of, JcAIR, Inc., and said JcAIR, Inc. shall be and hereby is merged into Aeroflex Wichita, Inc., which shall be the surviving corporation.

SECOND: The Certificate of Incorporation of Aeroflex Wichita, Inc., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

THIRD: The presently issued and outstanding shares of stock of JcAIR, Inc., the merging corporation, all of which are owned by Aeroflex Wichita, Inc., shall be surrendered and canceled. The presently issued and outstanding shares of stock of Aeroflex Wichita, Inc., all of which are owned by Aeroflex Incorporated, shall remain outstanding and shall constitute all the outstanding shares of stock of the surviving corporation.

FOURTH: The terms and conditions of the merger are as follows:

(a) The by-laws of the surviving corporation as they shall exist on the effective date of this Agreement shall be and remain the by-laws of the surviving corporation until the same shall be altered, amended and repealed as therein provided.

(b)The directors and officers of the surviving corporation shall continue in office until the next annual meetingof stockholders and until their successors shall have been elected and qualified.

(c)This merger shall become effective on May 9, 2005.

(d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem to be necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused these presents to be executed by an authorized officer of each party hereto as the respective act, deed and agreement of said corporations on this 29^th day of April, 2005.

Aeroflex Wichita, Inc.
BY:	/s/ Michael Gorin
	Michael Gorin
	Vice President
JcAIR, Inc.
By:	/s/ Michael Gorin
	Michael Gorin
	Vice President

CERTIFICATES

I, Charles Badlato, Assistant Secretary of Aeroflex Wichita, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Assistant. Secretary, that the Plan and Agreement of Merger to which this Certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of JcAIR, Inc., a corporation of the State of Kansas, was duly adopted pursuant to Section 228 of the General Corporation Law of the State of Delaware by the unanimous written consent of the sole stockholder holding 1,000 shares of the capital stock of the corporation, same being all of the shares issued and outstanding having voting power, which Plan and Agreement of Merger was thereby adopted as the act of thesole stockholder of said Aeroflex Wichita, Inc. and the duly adopted agreement and act of the said corporation.

WITNESS, my hand on this 29^th day of April, 2005.

/s/ Charles Badlato

Charles Badlato, Assistant Secretary

I, Charles Badlato, Assistant Secretary of JcAIR, Inc., a corporation organized and existing under the laws of the State of Kansas, hereby certify, as such Secretary, that the Plan and Agreement of Merger to which this Certificate is attached, after having been first duly signed on behalf of thesaid corporation and having been signed on behalf of Aeroflex Wichita, Inc., a corporation of the State of Delaware, was duly adopted pursuant to Section 17-6702 of the Kansas Statutes Annotated by the unanimous written consent of the sole stockholder holding 1,666,666 shares of the capital stock of the corporation, same being all of the shares issued and outstanding having voting power, whichPlan and Agreement of Merger was thereby adopted as the act of the sole stockholder of said JcAIR, Inc. and the duly adopted agreement and act of the said corporation.

WITNESS, my hand on this 29^th day of April, 2005.

/s/ Charles Badlato

Charles Badlato, Assistant Secretary

EX-3.20

Bylaws

OF

IFR AMERICAS, INC.

(f/n/aIFR MERGER CORPORATION)

ARTICLE I – OFFICES

Section 1.1. Offices. The registered office of the Corporation shall be as set forth in its Certificate of Incorporation until changed by the directors as provided by law. The Corporation may also have such offices and places of business, within or without the State of Delaware, as the Board of Directors may determine from time to time or as the business of the Corporation may require.

ARTICLE II - SEAL

Section 2.1. Seal. If the Board of Directors shall adopt a seal, the corporate seal of the Corporation shall have inscribedthereon, in the outer circle, the full name of the Corporation and the word “Delaware”, with the words “Corporate Seal” across the center thereof, an imprint of which seal shall then appear on the margin hereof opposite this Section 2.1.

ARTICLE III – STOCKHOLDERS’ MEETINGS

Section 3.1. Place. Meetings of the stockholders may be held anywhere, either within or without the State of Delaware, as may be determined from time to time by the Board ofDirectors or thestockholders.

Section 3.2. Date and Place of Annual Meeting. The annual meeting of the stockholders shall be held at the Corporation's registered office each year, or at such other place as maybe designated from time to time by the Board of Directors, on such date and at such timeas shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of the meeting.

Section 3.3. Purpose of Annual Meeting.The purpose of the Annual meeting shall be to elect members of the Board of Directors and totransact such other business, without limitation, as may properly come before the annual meeting.

Section 3.4. Election of Directors. If any stockholder so requests, the election of directors shall be by written ballot.

Section 3.5. Special Meetings.Special meetings of the stockholders for any purpose or purposes may be called by the president, or by the directors (either by written instrument signed by a majority or by resolution adopted by a vote of the majority), and special meetings shall becalled by the president orthe secretarywhenever stockholders owning amajority of the shares of any class of capital stock issued, outstanding, and entitled to vote at such meeting so request in writing. Such request shall state the purpose or purposes of the proposed meeting.

Section 3.6. Notice. Not less than ten nor more than 60 days before every annual or special meeting of stockholders, written or printed notice stating the time and place thereof and, if a special meeting, the purpose or purposes for which such meeting is called, shall be served upon or mailed to each stockholder entitled to vote thereat, at the address of such stockholder as it appears upon the books of the Corporation or, if such stockholders shall have filed with the secretary of the Corporation a written request that notices be mailed to some other address, then to the address designated in such request.

Section 3.7. Quorum and Voting. The owners of a majority of the Corporation’s issued and outstanding common stock present in person or by written proxy shall constitute a quorum. At any meeting of the stockholders, whether regular or special, each stockholder shall be entitled to one vote, either in person or by written proxy, for each share of common stock of any class registered in such stockholder's name on the books of the Corporation, subject, however, to the right of the Board of Directors to fix a record date for the determination of stockholders entitled to vote at any meeting in accordance with ARTICLE VII hereof. When a quorum is present, the vote of the holders of at least a majority of the outstanding shares who are entitled to vote who are present, in person or by proxy, shall decide any questions brought before the meeting unless a different vote is required by statute, the Certificate of Incorporation of the Corporation, or these Bylaws.

Section 3.8. Waiver of Notice. Whenever written notice is required to be given to the stockholders, written waiver thereof signed by any stockholder entitled to such notice (whether, in the case of notice of a meeting, the written waiver thereof is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance in person at any stockholders' meeting shall for all purposes constitute waiver of notice thereof unless the stockholder attends the meeting for the sole purpose of objecting to the transaction of any business thereat because the meeting is not lawfully called or convened and unless such stockholder so objects at the beginning of the meeting and does not otherwise participate therein.

ARTICLE IV - DI RECTORS

Section 4.1. Election and Terms; Board Vacancies. Directors shall be elected by a plurality of the votes of the stockholders present in person or represented by written proxy at their annual meeting. Each director so elected shall hold office until the nextannual stockholders' meeting or until said director's successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. Vacancies on the Board of Directors, however occurring, including, but not limited to, vacancies arising from newly created directorships, may be filled only by amajority ofthe remaining directors, or by the sole remaining director,although less than aquorum; but ifthere is a completevacancy upon theBoard with no remaining director, the vacancies may be filled by the stockholders. Unless and until allBoard vacancies are filled, any corporate action taken or authorized by a majority of the remaining directors at a meeting at which a quorum is present,or by the written consent ofall remaining directors who would constitute a quorum if acting at a meeting, shall be valid and binding uponthe Corporation, regardless of such unfilled vacancies.

Section 4.2. Meetings of Directors. The directors shall meet at such times and places, within or without the State of Delaware, as the Board may from time to time determine. Any regular or special meeting of the Board may be called by the president or by the secretary upon two days’ notice, oral or written, which notice, however, may be waived in writing by any director. The annual meeting of the Board of Directors shall be heldimmediately following the stockholders' annual meeting and at the same place; provided, however, that said meeting may be held on such other day, hour or place, as may be determined by the written consent of all directors, or, in the absence of such consent, as may be designated in written notice sent by the president or by the secretary to each director at least two days prior to the date specified in said notice. The annual directors' meeting shall, in any event, be held within 90 days after the annual meeting of the stockholders if so demanded in writing by any director.

Section 4.3. Quorum. A majority of the total number of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice; provided, however, that during any period in which there are one or more vacancies upon the Board, the remaining directors, although less than a majority of the total number of Board members, shall constitute a quorum for the transaction of business until such vacancies are filled, butonly if such remaining directors constitute at least one-third of thetotal number of directors.

Section 4.4. Waivcr of Notice. Whenever written notice is required to be given to the members of the Board of Directors, written waiver thereof signed by a director (whether, in the case of notice of a meeting, the written waiver is signed before or after the meeting) shall be in allrespects tantamount to notice. Attendancein person at any directors' meeting shall forallpurposes constitutewaiver ofnotice thereof unless the director attendsthe meeting for the solepurpose of objecting to the transaction of anybusiness thereat because the meeting is not lawfullycalled or convened and unless he or she voices his or her objections at the beginning of the meeting and does not otherwise participate therein.

Section 4.5. Removal. At any meeting of stockholders called expressly for that purpose, any one or more directors may be removed with or without cause, by the holders of a majority of the shares then entitled to vote on the election of directors.

ARTICLE V - OFFICERS

Section 5.1. Officers and Election Thereof. The officers of the Corporation shall be a president, a secretary, a treasurer, and such other officers and assistant officers, including, but not limited to, one o r m o r e vice-presidents, as the Board of Directors may from time to time deem necessary or advisable. Unless otherwise designated by the Board of Directors, the president of the Corporation shall be the chief executive officer of the Corporation. Any number of offices may be held by the same person. All officers shall be elected by the Board of Directors at its annual meeting, and the Board of Directors shall also be empowered to fill all vacancies in office.

Section 5.2. Term and Removal. Each officer of the Corporation shall hold office until the next annual meeting of the Board of Directors or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; provided, however, that any officer elected by the Board of Directors may at any time, with or without cause, be removed b y the affirmative vote of a majority of the total number of the Board.

ARTICLE VI - STOCK

Section 6.1. Stock Certificates. The certificates for shares of the Corporation's capital stock shall be in such form as shall be determined from time to time by the Board of Directors. Each stock certificate shall have plainly stated on its face: the name of the Corporation, its state of incorporation, the name of the registered holder of such certificate, and the number and par value of the shares represented thereby, and any othermatters required by law. Each certificate of stock shall be signed by the chairman of the Board of Directors, if any, or the president or a vice-president and by the secretary or assistant secretary or the treasurer or assistant treasurer. A record shall be maintained by the Corporation of the issuance and transfer of all shares of the Corporation's stock. Unless and until a transfer agent or registrar is designated by the Board of Directors, the issuance and the registration of transfers of stock shall be performed by the corporate officers. Each stock certificate shall also have conspicuously noted thereon any restriction on transfer applicable to such certificate.

Section 6.2. Registration of Transfer. Registration of stock transfers shall be made only upon the books of the Corporation upon the presentment to the Corporation of a stock certificate for registration of transfer of the shares evidenced thereby, accompanied by the written assignment thereof by the person in whose name the stock is registered or by his or her duly constituted attorney-in-fact. Prior to presentment for registration of transfer as aforesaid, the Corporation may, at its option, treat the registered owner of any shares of its stock as the owner-in-fact of such shares and as the person exclusively entitled to exercise and enjoy all rights, powers, and privileges of the owner thereof.

ARTICLE VII – RECORD DATE

Section 7.1. Fixing Record Date for Determining Stockholders' Rights. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which recorddate shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which such notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, except that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.2. Record Date When No Meeting Held. In order that the Corporation may determine the stockhokers entitled to consent to corporate action in writing without a meeting, the Board of Dⁱrectors may fix a record date which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not bemore than 10 days after thedate upon which the resolution fixing the record date isadopted by theBoard ofDirectors. Ifno record datehas been fixed by theBoard of Directors,the record date fordetermining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by this act, shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, its principal place ofbusiness, or an officer oragent ofthe Corporation having custody ofthe book in which proceedings of meetings of stockholders are^. recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the law, the Articles of Incorporation of the Corporation, or these bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall, be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.3. Record Date; Distributions; Other. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, whichrecord date shall not precede the dateupon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VIII – F ISCAL YEAR

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be from July 1^st through June 30th unless and until changed by the Board of Directors.

ARTICLE IX - AMENDMENTS

Section 9.1. Amendments. These Bylaws may be amended or repealed by the stockholders and, as well, bythe Board of Directors, but the authority of the Board of Directorsto amend or repeal these Bylaws shall at all times be subject tothe superior authority of the stockholders.

ARTICLE X – MISCELLANEOUS

Section 10.1. Securities of Other Corporations. The chairman of the Board, the president, or any vice-president shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation, and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

Section 10.2. Telephone Meetings. Stockholders (either for themselves or acting through a proxy), directors, and members of any committee of the Board of Directors may participate in and hold meetings of stockholders, directors, or of any committee of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 10.3. Action Without a Meeting. Any action required or permitted by law, by the Certificate of Incorporation of the Corporation, or by these Bylaws to be taken at a meeting of the directors, any committee of the Board of Directors, or stockholders may be taken without a meeting if unanimous consent in writing setting forth the action so taken shall be signed by the members of such Board of Directors, committee of the Board of Directors or by the holders (either acting for themselves or through a proxy of all of the outstanding stock entitled to vote thereat, if, to the extent required by law, such written consent is filed in the Corporation's official minute book containing the minutes of all meetingsof the Board of Directors and/or stockholders, as the case may be. Such consent shall have the same force and effect as a vote of such directors, committee members, or stockholders, as the case may be, and may be stated as such in any certificate or other document filed with the Secretary of State of Delaware.

Section 10.4. Execution of Deeds, Mortgages. Etc. Neither the attestation by the secretary of the Corporation to the execution of any deed, mortgage, deed of trust, indenture, or other instrument executed by the Corporation nor the affixing of a corporate seal thereto shall be necessary to constitute such deed, mortgage, deed of trust, indenture, or other instrument a valid and binding obligation of the Corporation unless the resolution of the Board of Directors specifically authorizing the execution thereof expressly states that such attestation orsuch seal is required.

Section 10.5. Resignations. Any director, officer, or committee member may resign by so stating at any meeting of the Board of Directors or by giving written notice to the Board of Directors, the chairman of the board, or the secretary. Such resignation shall be effective at the time specified therein or, if no such time is stated therein, upon receipt. Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.

Section 10.6. Headings. All headings and other titles and captions used in these Bylaws are for convenience only and shallnot beconsidered inconstruing or interpreting any provision of these Bylaws.

ADOPTED by the Sole Director on this 28^th day of January, 1998.

  /s/ Alfred H. Hunt, III

Alfred H. Hunt, III, President

ATTEST:

  /s/ Charles J. Woodin

Charles J. Woodin, Secretary

EX-3.21

ARTICLES OF INCORPORATION

OF

IFR FINANCE, INC.

The undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the Kansas General Corporation Code, does hereby certify as follows:

ARTICLE 1

Name

The name of the Corporation is:

IFR Finance, Inc.

ARTICLE II

Registered Office and Resident Agent

The address of the Corporation’s registered office in the State of Kansas is 10200 West York Street, Sedgwick County, Wichita, Kansas 67215. The name of its registered agent at such address is Alfred H. Hunt, III. The Corporation shall, however, be authorized and empowered to transact and engage in business in any and all other states, territories, and countries, without limitation, both within and without the United States of America.

ARTICLE III

Purpose

The Corporation is organized for profit, and the nature of the business and the purposes of the Corporation are to engage in any act or activity for which corporations may be organized and under the Kansas General Corporation Code, as now in effect and as hereafter amended or modified.

ARTICLE IV

Capital Stock

The total authorized capital of the Corporation is 1,000,000 shares of common stock having a par value of $1.00 per share. Each of such shares, as and when issued, shall be fully paid and nonassessable.

ARTICLE V

Incorporator

The name and mailing address of the Corporation’s incorporator are:

Name	Address
Benjamin C. Langel	700 NationsBank Financial Center
	Wichita, Kansas 67202

ARTICLE VI

Board of Directors

A.The business and affairs of the Corporation shall be managed and conducted by a Board of Directors consisting of one or more members who need not be stockholders, the exact number to be fixed and determined by the Board of Directors, with full authority in the Board of Directors to vary said number at any time from time to time. Until and unless the Board of Directors shall determine otherwise, the Board of Directors shall consist of one member. The powers of the incorporator shall terminate upon the filing of these Articles of Incorporation with the Kansas Secretary of State. The name and mailing address of the person who shall serve as the original director of the Corporation until the first annual meeting of stockholders, or until his successor is elected and qualified, or until his earlier death, resignation or removal, are:

Name	Address
Alfred H. Hunt, III	10200 West York Street
	Wichita, Kansas 67215

B.The Board of Directors shall have full power and authority to manage the Corporation and any and all of its assets, properties, businesses, and affairs, including the right to elect such officers and assistant officers and to designate and appoint such agents and employees as the Board of Directors deems advisable and to allow them suitable compensation, and shall have any and all additional powers and authority, not inconsistent with the express terms of these Articles of Incorporation, that are expressly or impliedly granted to or invested in the Board by the statutes or laws of the State of Kansas, as now in effect and as hereafter amended or modified. Unless otherwise provided in the bylaws of the Corporation, the election of directors by written ballot shall be required only if requested by a stockholder entitled to vote at said election.

C.No director of the Corporation shall be held personally liable to the Corporation or its stockholders for breach of fiduciary duty as a director except for liability (i) for any breach of a director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the provisions of K.S.A. § 17-6424 and amendments thereto, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph C shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation serving at the time of such repeal or modification.

ARTICLE VII

Compromise or Arrangement

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them or between this Corporation and its stockholders or any class of them, any court of competent jurisdiction within the State of Kansas, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. § 17-6901 and amendments thereto, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. § 17-6808 and amendments thereto, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing ¾ in value of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE VIII

Bylaws

The original bylaws of the Corporation shall be adopted either by the incorporator or by the Board of Directors. Thereafter, the power to adopt, amend, or repeal the Corporation’s bylaws, in whole or in part, at any time and from time to time, shall be vested concurrently in the stockholders and in the Board of Directors of the Corporation, but the authority of the Board of Directors with respect to bylaws shall at all times remain subject to the superior authority of the stockholders.

ARTICLE IX

Perpetual Existence

The Corporation shall have perpetual existence.

ARTICLE X

No Preemptive Rights

No stockholder of the Corporation shall have any preemptive right to subscribe to any additional issue of shares of the Corporation’s common stock or to any security issued by the Corporation that is convertible into one or more shares of the Corporation’s common stock.

ARTICLE XI

Indemnification

A.The Corporation shall indemnify any director or officer of the Corporation who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceedings, whether civil, criminal, administrative, or investigative (collectively a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee, partner, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, to the fullest extent permitted by the Kansas General Corporation Code as now in effect and as hereafter amendment. Such right to indemnification shall be a contract right and shall include the right to be paid by the Corporation for expenses incurred in defending any Proceeding in advance of its final disposition to the fullest extent permitted under the Kansas General Corporation Code as now in effect and as hereafter amended.

B.The rights conferred in paragraph A shall not be exclusive of any other right to indemnification which any person may have or hereafter acquire under any statute, bylaw, agreement, contract, resolution of the Board of Directors or stockholders of the Corporation, or otherwise.

IN WITNESS WHEREOF, I have hereunto subscribed my name at Wichita, Kansas, on this 30^th day of January, 1998.

/s/ Benjamin C. Langel

Benjamin C. Langel

EX-3.22

BYLAWS

OF

IFR FINANCE, INC.

ARTICLE I- OFFICES

Section 1.1.Offices. The registered office of the Corporation shall be as set forth in its Articles of Incorporation until changed by the directors as provided by law. The Corporation may also have such offices and place of business, within or without the State of Kansas, as the Board of Directors may determine from time to time or as the business of the Corporation may require.

ARTICLE II- SEAL

Section 2.1.Seal. If the Board of Directors shall adopt a seal, the corporate seal of the Corporation shall have insealed thereon, in the outer circle, the full name of the Corporation and the word “Kansas”, with the words “Corporate Seal” across the center thereof, an imprint of which seal shall then appear on the margin hereof opposite this Section 2.1.

ARTICLE III- STOCKHOLDERS’ MEETINGS

Section 3.1Place. Meetings of the stockholders may be held anywhere, either within or without the State of Kansas, as may be determined from time to time by the Board of Directors or the stockholders.

Section 3.2.Date and Place of Annual Meeting. The annual meeting of the stockholders shall be held at the Corporation’s registered office each year, or at such other place as may be designated from time to time by the Board of Directors, on such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of the meeting.

Section 3.3.Purpose of Annual Meeting. The purpose of the Annual meeting shall be to elect members of the Board of Directors and to transact such other business, without limitation, as may properly come before the annual meeting.

Section 3.4.Election of Directors. If any stockholder so requests, the election of directors shall be by written ballot.

Section 3.5.Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the president, or by the directors (either by written instrument signed by a majority or by resolution adopted by a vote of the majority), and special meetings shall be called by the president or the secretary whenever stockholders owning a majority of the shares of any class of capital stock issued, outstanding, and entitled to vote at such meeting so request in writing. Such request shall state the purpose or purposes of the proposed meeting.

Section 3.6.Notice. Not less than ten nor more than 60 days before every annual or special meeting of stockholders, written or printed notice stating the time and place thereof and, if a special meeting, the purpose or purposes for which such meeting is called, shall be served upon or mailed to each stockholder entitled to vote thereat, at the address of such stockholder as it appears upon the books of the Corporation or, if such stockholder shall have filed with the secretary of the Corporation a written request that notices be mailed to some other address, then to the address designated in such request.

Section 3.7.Quorum and Voting. The owners of a majority of the Corporation’s issued and outstanding common stock present in person or by written proxy shall constitute a quorum. At any meeting of the stockholders, whether regular or special, each stockholder shall be entitled to one vote, either in person or by written proxy, for each share of common stock of any class registered in such stockholder’s name on the books of the Corporation; subject, however, to the right of the Board of Directors to fix a record date for the determination of stockholders entitled to vote at any meeting in accordance with ARTICLE VII hereof. When a quorum is present, the vote of the holders of at least a majority of the outstanding shares who are entitled to vote who are present, in person or by proxy, shall decide any questions brought before the meeting unless a different vote is required by statute, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 3.8.Waiver of Notice. Whenever written notice is required to be given to the stockholders, written waiver thereof signed by stockholder entitled to such notice (whether, in the case of notice of a meeting, the written waiver thereof is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance in person at any stockholders’ meeting shall for all purposes constitute waiver of notice thereof unless the stockholder attends the meeting for the sole purpose of objecting to the transaction of any business thereat because the meeting is not lawfully called or convened and unless such stockholder so objects at the beginning of the meeting and does not otherwise participate therein.

ARTICLE IV- DIRECTORS

Section 4.1.Election and Terms; Board Vacancies. Directors shall be elected by a plurality of the votes of the stockholders present in person or represented by written proxy at their annual meeting. Each director so elected shall hold office until the next annual stockholders’ meeting or until said director’s successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. Vacancies on the Board of Directors, however occurring, including, but not limited to, vacancies arising from newly created directorships, may be filled only by a majority of the remaining directors, or by the sole remaining director, although less than a quorum; but if there is a complete vacancy upon the Board with no remaining director, the vacancies may be filed by the stockholders. Unless and until all Board vacancies are filled, any corporate action taken or authorized by a majority of the remaining directors at a meeting at which a quorum is present, or by the written consent of all remaining directors who would constitute a quorum if acting at a meeting, shall be valid and binding upon the Corporation, regardless of such unfilled vacancies.

Section 4.2.Meetings of Directors. The directors shall meet at such times and places, within or without the State of Kansas, as the Board may from time to time determine. Any regular or special meeting of the Board may be called by the president or by the secretary upon two days’ notice, oral or written, which notice, however, may be waived in writing by any director. The annual meeting of the Board of Directors shall be held immediately following the stockholders’ annual meeting and at the same place; provided, however, that said meeting may be held on such other day, hour or place, as may be determine by the written consent of all directors, or, in the absence of such consent, as may be designated in written notice sent by the president or by the secretary to each director at least two days prior to the date specified in said notice. The annual directors’ meeting shall, in any event be held within 90 days after the annual meeting of the stockholders if so demanded in writing by any director.

Section 4.3.Quorum. A majority of the total number of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice; provided, however that during any period in which there are one or more vacancies upon the Board, the remaining directors, although less than a majority of the total number of Board members, shall constitute a quorum for the transaction of business until such vacancies are filled, but only if such remaining directors constitute at least one-third of the total number of directors.

Section 4.4.Waiver of Notice. Whenever written notice is required to be given to the members of the Board of Directors, written waiver thereof signed by a director (whether, in the case of notice of a meeting, the written waiver is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance in person at any directors’ meeting shall for all purposes constitute waiver of notice thereof unless the director attends the meeting for the sole purpose of objecting to the transaction of any business thereat because the meeting is not lawfully called or convened and unless he or she voices his or her objections at the beginning of the meeting and does not otherwise participate therein.

Section 4.5.Removal. At any meeting of stockholders called expressly for that purpose, any one or more directors may be removed with or without cause, by the holders of a majority of the shares then entitled to vote on the election of directors.

ARTICLE V- OFFICERS

Section 5.1.Officers and Election Thereof. The officers of the Corporation shall be a president, a secretary, a treasurer, and such other officers and assistant officers, including, but not limited to, one or more vice-presidents, as the Board of Directors may from time to time deem necessary or advisable. Unless otherwise designated by the Board of Directors, the president of the Corporation shall be the chief executive officer of the Corporation. Any number of offices may be held by the same person. All officers shall be elected by the Board of Directors at its annual meeting and the Board of Directors shall also be empowered to fill all vacancies in office.

Section 5.2.Term and Removal. Each officer to the Corporation shall hold office until the next annual meeting of the Board of Directors or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; provided, however, that any officer elected by the Board of Directors may at any time, with or without cause, be removed by the affirmative vote of a majority of the total number of the Board.

ARTICLE VI- STOCK

Section 6.1.Stock Certificates. The certificates for shares of the Corporation’s capital stock shall be in such form as shall be determined from time to time by the Board of Directors. Each stock certificate shall have plainly stated on its face: the name of the Corporation, its state of incorporation, the name of the registered holder of such certificate, and the number and par value of the shares represented thereby, and any other matters required by law. Each certificate of stock shall be signed by the chairman of the Board of Directors, if any, or the president or a vice-president and by the secretary or assistant secretary or the treasurer or assistant treasurer. A record shall be maintained by the Corporation of the issuance and transfer of all shares of the Corporation’s stock. Unless and until a transfer agent or registrar is designated by the Board of Directors, the issuance and the registration of transfers of stock shall be performed by the corporate officers. Each stock certificate shall also have conspicuously noted thereon any restriction on transfer applicable to such certificate.

Section 6.2.Registration of Transfer. Registration of stock transfers shall be made only upon the books of the Corporation upon due presentment to the Corporation of a stock certificate for the registration of transfer of the shares evidenced thereby, accompanied by the written assignment thereof by the person in whose name the stock is registered or, by his or duly constituted attorney-in-fact. Prior to presentation for registration of transfer as aforesaid, the Corporation may, at its option, treat the registered owner of any shares of its stock as the owner-in-fact of such shares and as the person exclusively entitled to exercise and enjoy all rights, powers, and privileges of the owner thereof.

ARTICLE VII- RECORD DATE

Section 7.1.Fixing Record Date for Determining Stockholders’ Rights. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which such notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meting of stockholders shall apply to any adjournment of the meeting, except that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.2.Record Date When No Meeting Held. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by this act shall be the first date on which a signed written consent setting forth the action taken is proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation is registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action byte Board of Directors is required by the law, the Articles of Incorporation of the Corporation or these bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.3.Record Date; Distributions; Other. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversions or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VIII- FISCAL YEAR

Section 8.1.Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless and until changed by the Board of Directors.

ARTICLE IX- AMENDMENTS

Section 9.1.Amendments. These Bylaws may be amended or repealed by the stockholders and, as well, by the Board of Directors, but the authority of the Board of Directors to amend or repeal these Bylaws shall at all times be subject to the superior authority of the stockholders.

ARTICLE X- MISCELLANEOUS

Section 10.1.Securities of Other Corporations. The chairman of the Board, the president, or any vice-president shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation, and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

Section 10.2.Telephone Meetings. Stockholders (either for themselves or acting through a proxy), directors and members of any committee of the Board of Directors may participate in and hold meetings of stockholders, directors, or of any committee of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 10.3.Action Without a Meeting. Any action required or permitted by law, by the Articles of Incorporation of the Corporation, or by these Bylaws to be taken at a meeting of the directors, any committee of the Board of Directors or stockholders may be taken without a meeting if unanimous consent in writing setting forth the action so taken shall be signed by the members of such Board of Directors, committee of the Board of Directors or by the holders (either acting for themselves or through a proxy) of all of the outstanding stock entitled to vote thereat, if, to the extent required by law, such written consent is filed in the Corporation’s official minute book containing the minutes of all meetings of the Board of Directors and/or stockholders, as the case may be. Such consent shall have the same force and effect as a vote of such directors, committee members, or stockholders, as the case may be, and may be stated as such in any certificate or other document filed with the Secretary of State of Kansas.

Section 10.4.Execution of Deeds, Mortgages, Etc. Neither the attestation by the secretary of the Corporation to the execution of any deed, mortgage, deed of trust, indenture, or other instrument executed by the Corporation nor the affixing of a corporate seal thereto shall be necessary to constitute such deed mortgage, deed of trust, indenture, or other instrument a valid and binding obligation of the Corporation unless the resolution of the Board of Directors specifically authorizing the execution thereof expressly states that such attestation of such seal is required.

Section 10.5.Resignations. Any director, officer, or committee member may resign by so stating at any meeting of the Board of Directors or by giving written notice to the Board of Directors, the chairman of the board, or the secretary. Such resignation shall be effective at the time specified therein or, if no such time is stated therein, upon receipt. Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.

Section 10.6.Headings. All headings and other titles and captions used in these Bylaws are for convenience only and shall not be considered in construing or interpreting any provision of these Bylaws.

ADOPTED by the Directors as of the 31^st day of January, 1998.

/s/ Alfred H. Hunt, III, President

Alfred H. Hunt, III, President

EX-3.23

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IFR HOLDING CORPORATION

IFR Holding Corporation (the “Corporation”), a corporation originally incorporated under the same name on January 26, 1998, and organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That by written consent in lieu of a meeting, the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable that the Certificate of Incorporation of the Corporation be amended and restated in its entirety as set forth in Paragraph THIRD of this Amended and Restated Certificate of Incorporation and calling a meeting of the stockholders of the Corporation for consideration thereof. This Amended and Restated Certificate of Incorporation was thereto duly adopted and approved by the sole stockholder of the Corporation by written consent in lieu of a meeting.

SECOND: This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

THIRD: That the Amended and Restated Certificate of Incorporation, as amended and restated hereby, reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IFR SYSTEMS, INC.

ARTICLE I - GENERAL PROVISIONS

(a)Name. The name of this Corporation shall be IFR Systems, Inc.

(b)Address of Registered Office. The address of the registered office is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

(c)Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

(d)Shares of Capital Stock. The aggregate number of shares which the Corporation shall have the authority to issue is 51,000,000 shares, divided into two classes consisting of 1,000,000 shares of preferred stock, par value $.0l per share (the “Preferred Stock”), and 50,000,000 shares of common stock, par value $.01 pre share (the “Common Stock”). Shares of the Preferred Stock may be issued from time to time in one or more series, which series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares adopted by the Board of Directors of the Corporation. The authority for the adoption of such resolution or resolutions is hereby expressly granted to and vested in the Board of Directors of the Corporation and shall include authority to specify the number of shares of any series of Preferred Stock and to provide, as to any series of Preferred Stock, such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are from time to time permitted under the General Corporation Law of the State of Delaware.

(e) Incorporator. The name and mailing address of the incorporator are as follows:

Alfred H. Hunt, III

10200 West York

Wichita, Kansas 67215

ARTICLE II - BOARD OF DIRECTORS

(a) Number, Election and Terms. Except as otherwise fixed by or pursuant to the provisions of Article I hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, there shall be seven members of the Board of Directors of the Corporation. The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be divided or classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, one class to serve for a term expiring at the annual meeting of shareholders held in 1998 (the “1998 Class”), another class to serve for a term expiring at the annual meeting of shareholders to be held in 1999 (the “1999 Class”), and a third class to serve for a term expiring at the annual meeting of shareholders to be held in 2000 (the “2000 Class”), with each class to hold office until its successor is elected and qualified. At each annual meeting of the shareholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. The election of directors need not be by written ballot. The names and mailing addresses of the persons who are to serve as initial directors until their successors are elected and qualified and their initial classifications are set forth below:

(i)	The 1998 Class:
	Donald L. Graf	A. Duda & Sons, Inc.
		1975 W. State Road 426
		Oviedo, Florida 32765
	Ralph R. Whitney, Jr.	Hammond, Kennedy, Whitney & Co.
		230 Park Avenue, Suite 1616
		New York, New York 10169
(ii)	The 1999 Class:
	John V. Grose	Navair, Inc.
		2450 Deny Road East, Hangar #2
		Mississauga, Ontario
		Canada L5S 1B2
	Oscar L. Tang	Reich & Tang
		600 Fifth Avenue, 8th Floor
		New York, New York 10020
(iii)	The 2000 Class:
	William W. Cogswell, III	Alamo Corporation Center #1020
		102 S. Tejon
		Colorado Springs, CO 80903
	Alfred H. Hunt, III	IFR Systems, Inc.
		10200 West York,
		Wichita, Kansas 67215

Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders.

(b) Nomination of Director Candidates. Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or a nominating committee appointed by the Board of Directors or by any shareholder entitled to vote in the election of directors generally. However, any shareholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of shareholders not less than twenty (21) days in advance of such meeting, and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Security and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the Corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

(c)Newly Created Directorships and Vacancies. Except as otherwise provided for or fixed by or pursuant to the provisions of Article I hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filed by the affirmative vote a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(d)Removal. Notwithstanding any other provision of this Certificate or the Bylaws of the Corporation (and not withstanding the fact that some lesser percentage may be specified by law), this Certificate or the Bylaws of the Corporation, and subject to the rights of any class or series of stock having apreference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of 85% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors considered for this purpose as one class).

(e)Meetings of Directors. Meetings of the Board of Directors may be held upon the call of the President, or a majority of the members of the Board of Directors, at any place within or without the State of Delaware, upon forty-eight (48) hours' notice, specifying the time, place and general purposes of the meeting, given to each director, either personally, by mailing, or by telegram. At any meeting at which all directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may likewise be waived by absent directors, either by written instrument or by telegram.

(f)Take Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a written consent thereof is signed by all members of the Board, or of such committee, as the case may be, and such written consent or consents are filed with the minutes of proceedings of such Board of Directors or committee.

(g)Quorum. At any meeting of the Board of Directors, the presence of a majority of the whole Board of Directors shall constitute a quorum for the transaction of any business, except the filling of vacancies in the Board of Directors. As used in this Certificate, the term “whole Board” means the total number of directors which the Corporation would have if there were no vacancies.

(h)Compensation of Directors. The Board of Directors is empowered and authorized to fix and determine the compensation of directors for attendance at meetings of the Board; and additional compensation for such additional services any of such directors may perform for the Corporation.

(i)Participation in Meetings by Means of Conference Telephone or Other SimilarCommunications Equipment. A member of the Board of Directors or of a committee designated by the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by these means constitutes presence in person at the meeting.

(j)Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the shareholders of the Corporation and shall perform all such additional services for the Corporation as, from time to time, may be assigned to him by the Board of Directors.

The Chairman of the Board shall serve without salary but shall be entitled to compensation as hereinabove permitted.

(k) Committees.

(i)Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as a member or members, designating, if it desires, other directors as alternative members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

(ii)Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

(1) Director's Liability. No member of the Board of Directors shall be personally liable to the Corporation or its shareholders for monetary damages for the breach of such director's fiduciary duty as a director, provided that this section shall not eliminate the liability of such director (i) for any breach of the director's duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of Title 8 of the Delaware Code relating to the liability of the director for unlawful payments of dividends or unlawful stock purchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit. This paragraph (1) shall not eliminate the liability of a director for acts or omissions occurring prior to the date this paragraph (1) becomes effective.

(m) Amendment, Repeal, etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 85% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to alter, amend, or repeal this Article II or adopt any provision inconsistent with this Article II.

ARTICLEIII - SHAREHOLDER ACTION

Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of shareholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the whole Board. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 85% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to alter, amend, or repeal this Article III or adopt any provision inconsistent with this Article III.

ARTICLE IV - OFFICERS

(a)Number. The officers of the Corporation shall consist of the Chief Executive Officer, a President, a Treasurer, a Secretary, and such Vice Presidents and subordinate officers as may be chosen by the Board of Directors at such time and in such manner and for such terms as the Board of Directors may prescribe. Any number of offices may be held by the same person.

(b)Election, Term of Office, and Qualifications. The officers shall be chosen annually by the Board of Directors. Each officer shall hold office until his successor is chosen and qualified, or until his death, or until he shall have resigned or shall have been removed inthe manner hereinafter provided.

(c)Removal. Any officer may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof or by written consent.

(d)Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the Chief Executive Officer, the President or the Secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(e)The Chief Executive Officer. The Chief Executive Officer, who shall be chosen from among the directors, shall have general supervision, direction and control over the business and affairs of the Corporation, subject, however, to the control of the Board of Directors. He shall, in general, perform all duties incident to the office of the Chief Executive Officer and such other duties as, from time to time, may be assigned to him by the Board of Directors.

(f)The President. The President, who shall be chosen from among the Board of Directors, shall have management responsibility for the operation of the Corporation, subject, however, to the control of the Board of Directors and the Chief Executive Officer. He shall, in general, perform all duties incident to the office of the President and such other duties as, from time to time, may be assigned to him by the Board of Directors or the Chief Executive Officer.

(g)The Vice Presidents. The Vice President or each Vice President (if one or more Vice Presidents be elected or appointed) shall have such powers and perform such duties as the Board of Directors may, from time to time, prescribe or as the Chief Executive Officer may, from time to time, delegate to him.

(h)The Secretary. The Secretary shall keep or cause to be kept in books provided for the purpose the minutes of the meetings of the shareholders and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of the Code of Bylaws and as required by law; shall be custodian of the records; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the Chief Executive Officer.

(i)The Assistant Secretaries. The Assistant Secretary or each Assistant Secretary (if one or more Assistant Secretaries be elected or appointed) shall assist the Secretary in his duties and shall perform such other duties as the Board of Directors may, from time to time, prescribe or the Chief Executive Officer may, from time to time, delegate to him. At the request of the Secretary or the Chief Executive Officer, any Assistant Secretary may, in the case of the absence or inability to act of the Secretary, temporarily act in his place.

(j)The Treasurer. The Treasurer shall be the financial officer of the Corporation; shall have charge and custody of, and be responsible for, all funds of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; shall receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; and, in general, shall perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him by the Board of Directors or by the Chief Executive Officer.

(k)The Assistant Treasurers. The Assistant Treasurer or each Assistant Treasurer (if one or more Assistant Treasurers be elected or appointed) shall assist the Treasurer in his duties, and shall perform such other duties as the Board of Directors may, from time to time, prescribe or the Chief Executive Officer may, from time to time, delegate to him. At the request of the Treasurer or the Chief Executive Officer, the Assistant Treasurer may, in the case of the absence or inability to act of the Treasurer, temporarily act in his place.

(1) Delegation of Authority. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire Board concurs therein.

(m) Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact he is also a director of the Corporation.

ARTICLEV - INDEMNIFICATION OF

DIRECTORS, OFFICERS AND OTHERS

(a) Indemnification in General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action or suit by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the maximum extent permitted under the General Corporation Law of the State of Delaware.

(b)Non-Exclusive. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in_. another capacity while holding the office or position entitling him to indemnification, and shall continue as to a person who has ceased to be a director, officer, employeeor agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(c)Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of the State of Delaware or of this Certificate of Incorporation.

The Corporation's indemnity of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such person may collect as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Corporation or (ii) from such other corporation, partnership, joint venture, trust or other enterprise.

(d)Amendment, Repeal, etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 85% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to alter, amend, or repeal this Article V or adopt any provision inconsistent with this Article V.

ARTICLE VI - PROVISIONS FOR REGULATIONS OF

BUSINESS AND CONDUCT OF AFFAIRS OF CORPORATION

(a)Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, provided (i) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee or the Shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

(b)Amendment. Repeal, etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 85% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to alter, amend, or repeal this Article VI or adopt any provision inconsistent with this Article VI.

ARTICLE VII- CERTAIN BUSINESS COMBINATIONS

(a) Vote Required for Certain Business Combinations.

(1) Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in this Article VII:

(i)any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Shareholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

(ii)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $1,000,000 or more; or

(iii)the insurance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or

(iv)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

(v)any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder;

shall require the affirmative vote of (x) the holders of at least 85% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the Voting Stock), considered for this purpose as one class; and (y) the holders of a majority of the Voting Stock not owned by any Interested Shareholder or any Affiliate of any Interested Shareholder or any Affiliate of any Interested Shareholder, considered for this purpose as one class. It is understood that for purposes of this Article VII, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article I of this Certificate of Incorporation. Such affirmative voting requirements shall be fulfilled notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2) Definition of “Business Combination”. The term Business Combination as used in this Article VII shall mean any transaction which is referred to in any one or more of clauses (i) through (v) of paragraph (1) of this Section (a).

(b) When Higher Vote Is Not Required. The provisions of Section (a) of this Article VII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Certificate of Incorporation, if all of the conditions specified in either of the following paragraphs (1) and (2) are met:

(1)Approval by Disinterested Directors. The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

(2)Price and Procedure Requirements. All of the following conditions shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

(A) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it (1) within the two year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (2) in the transaction in which it became an Interested Shareholder, whichever is higher; and

(B) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (such latter date is referred to in this Article VII as the “Determination Date”), whichever is higher.

(ii) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any other class of outstanding Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph (2) (ii) shall be required to be met with respect to every class of outstanding Voting Stock, whether or not the Interested Shareholder has previously acquired any shares of a particular class of Voting Stock):

(A)(if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder for any shares of such class of Voting Stock acquired by it (1) within the two-year period immediately prior to the Announcement Date or (2) in the transaction in which it became an Interested Shareholder, whichever is higher;

(B)(if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(C)the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.

(iii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of such class of Voting Stock. If the Interested Shareholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.

(iv)After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (a) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on the outstanding Preferred Stock; (b) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock (except a necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and (2) an increase in such. annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors; and (c) such Interested Shareholder shall not have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder.

(v)After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(vi)A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

(c) Certain Definitions. For the purposes of this Article VII:

(1) A “person” shall mean any individual, firm, corporation or other entity.

(2) “Interested Shareholder” shall mean any person (other than the Corporation or any Subsidiary) who or which:

(i)is the beneficial owner, directly or indirectly, of more than 20% of the voting power of the outstanding Voting Stock; or

(ii)is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 20% or more of the voting power of the then outstanding Voting Stock; or

(iii)is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3) A person shall be a “beneficial owner” of any Voting Stock:

(i)which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(ii)which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii)which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

(4) For the purposes of determining whether a person is an Interested Shareholder pursuant to paragraph (2) of this Section (c), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph (3) of this Section (c) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(5)“Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on November 30, 1985.

(6)“Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided,however, that for the purposes of the definition of Interested Shareholder set forth in paragraph (2) of this Section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(7)“Disinterested Director” means any member of the Board of Directors of the Corporation (i) who is named as a director in Article II of this Certificate of Incorporation; or (ii) who subsequently became a director of the Corporation and who either (x) was elected to fill a vacancy by a majority of the Disinterested Directors remaining after such vacancy was created, or (y) was nominated for election by the Corporation's shareholders by a vote of a majority of the Disinterested Directors then on the Board of Directors.

(8)“Fair Market Value” means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotation System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

(9)In the event of any Business Combination in which the Corporation survives, the phrase “other consideration to be received” as used in paragraphs (2)(i) and (ii) of Section (b) of this Article VII shall include the share of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

(d)Powers of the Board of Directors. A majority of the directors of the Corporation shall have the power and duty to determine for the purpose of this Article VII, on the basis of information known to them after reasonable inquiry, (i) whether a person is an Interested Shareholder, (ii) the number of shares of Voting Stock beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another, (iv) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or more.

(e)No Effect on Fiduciary Obligations of Interested Shareholders. Nothing contained in this Article VII shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

(f)Amendment. Repeal, etc. Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the Bylaws of the Corporation), the affirmative vote of the holders of 85% or more the outstanding Voting Stock (considered for this purpose as one class), shall be required to alter, amend, or repeal this Article VII or adopt any provision consistent with this Article VII.

ARTICLE VIII - BYLAW AMENDMENTS

The Board of Directors shall have power to make, alter, amend and repeal the Bylaws of the Corporation. Any Bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or repealed by the Directors or by the shareholders upon the affirmative vote of the holders of at least 85% of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 85% or more of the outstanding Voting Stock (considered for this purpose as one class) shall be required to alter, amend, or repeal this Article VIII or adopt any provision inconsistent with this Article VIII.

FOURTH: The capital of the Corporation is not being reduced by this amendment.

IN WITNESS WHEREOF, IFR Holding Corporation has caused this Certificate to be signed and attested by its duly authorized officer this 30th day of January, 1998.

IFR HOLDING CORPORATION
By:	/s/ Alfred H. Hunt, III
	Alfred H. Hunt, III, President

ATTEST:

  /s/ Charles J. Woodin

Charles J. Woodin, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IFR SYSTEMS, INC.

IFR Systems, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment tobe advisable and directing that such amendment be considered at the next annual meeting of the shareholders of the Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Board of Directors of IFR Systems, inc. hereby declares it advisable and hereby authorizes, approves and proposes, that paragraph (a) of Article II of the Corporation's Amended and Restated Certificate of Incorporation be amended to read as follows:

(a) Number, election and terms. Except as otherwise fixed by or pursuant to the provisions of Article I hereof relating to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, there shall be eight members of the Board of Directors of the Corporation. The Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, shall be divided or classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, with the terms of the cur^rent seven directorships and the newly created eighth directorship to serve for a term expiring at the annual meeting of shareholders as set out below. Each Director shall hold office until his or her successor is elected and qualified. At each annual meeting of the shareholders of the Corporation, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. The election of Directors need not be by written ballot. The names and terms of the current Directors and the term of the newly created directorship are as follows:

(i) terms will expire in 1999:

John V. Grose	6375 Dixie Road, Unit 7, Mississauga, Ontario
	Canada L6W 2G1
Oscar L. Tang	Riech & Tang, 600 Fifth Avenue, 8th Floor
	New York, NY 10020

(ii)terms will expire in 2000:

Wilton W. Cogswell, III	Alamo Corporate Center, #1020
	102 S. Tejon, Colorado Springs, CO 80903
Alfred M. Hunt, III	10200 W. York Street, Wichita, KS 67215
Iain M. Robertson	Longacres House, Norton Green Road,
	Stevenage, Hertfordshire, England
	SG1 2BA

(iii)terms will expire in 2001:

Donald L. Graf	A. Duda & Sons, Inc.
	1975 W. State Road 426, Oviedo, FL 32765
Ralph R. Whitney, Jr.	Hammond, Kennedy, Whitney & Co.
	230 Park Avenue, Suite 1616,
	New York, NY 10169

(iv)term will expire in 2002:

newly created directorship

Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of preferred stock shall have the right, voting separately as a class, to elect one or more Director of the Corporation, the terms of the Director or Directors elected by such holders shall expire at the next succeeding annual meeting of shareholders.

RESOLVED FURTHER, that the Board of Directors of IFR Systems, Inc. hereby authorizes and directs that the above proposed amendment to paragraph (a) of Article II of the Amended and Restated Certificate of Incorporation be submitted to a vote of the shareholders of the Corporation at the next annual meeting of shareholders.

SECOND: That thereafter, pursuant to resolution of the Board ofDirectors, the annual meeting of the shareholders of the Corporation was duly called and held, upon notice, in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares, as required by statute, were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, IFR Systems, Inc. has caused this certificate to be signed by Alfred H. Hunt Ill, Chairman of its Board of Directors, and Charles J. Woodin, its Secretary, this 9th day of September, 1999.

  /s/ Alfred H. Hunt III

IFR Systems, Inc.

Alfred H. Hunt Ill

Chairman of the Board of Directors

ATTEST:

  /s/ Charles J. Woodin

Charles J. Woodin, Secretary

STATE OF KANSAS	) ss.
SEDGWICK COUNTY	)

BE IT REMEMBERED, that on this 9th day of September, 1999, before me, a Notary Public within and for the County and State aforesaid, came Alfred H. Hunt, III and Charles J. Woodin, who are personably known to me and known to me to be the same persons who executed the foregoing Certificate of Amendment to articles of incorporation, and said person duly acknowledged to me their execution of the same as and for their fee and voluntary act and deed, for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at Wichita, Kansas, the day and year first above written.

/s/ Kathi Dalke Monares

Notary Public

My appointment expires: March 5, 2002

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TESTCO ACQUISITION CORP.

INTO

IFR SYSTEMS, INC.

TESTCO ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 1st day of April, 2002, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns at least ninety percentum of the outstanding shares of the common stock of IFR Systems, Inc., a corporation incorporated on the 26th day of January, 1998 pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting held on the 18th day of June, 2002, filed with the minutes of the Board, determined to and did merge itself into said IFR Systems, Inc.:

RESOLVED, that Testco Acquisition Corp. merge, and it hereby does merge itself into IFR Systems, Inc., which assumes all of the obligations of Testco Acquisition Corp.; and

FURTHER RESOLVED, that the merger shall be effective at 5:00 p.m. upon the date of filing with the Secretary of State of Delaware; and

FURTHER RESOLVED, that the terms and conditions of the merger are as follows:

At the Effective Time:

(a) Each share of IFR common stock that is owned by Testco Acquisition Corp., Aeroflex Incorporated (“Parent”), any of their respective subsidiaries, or IFR Systems, Inc. shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(b) Each issued and outstanding share of IFR common stock, other than shares of IFR common stock to be cancelled as set forth above and shares as to which dissenter's rights have been exercised, shall automatically be converted into the right to receive $1.35 in cash (the “Merger Consideration”), payable, without interest, to the holder of such share of IFR common stock, upon surrender of the certificate that formerly evidenced such share. All such shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate; and

(c) Each issued and outstanding share of common stock, par value $.01 per share, of Testco Acquisition shall be convened into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

FURTHER RESOLVED, that the proposed merger shall be submitted for the written consent of the stockholders of Testco Acquisition Corp; and upon receiving such consent of the holders of at least a majority of the outstanding stock entitled to vote thereon of Testco Acquisition Corp., the merger shall be approved; and

FURTHER RESOLVED, that the proper officers of IFR Systems, Inc. be, and they hereby are directed to notify each stockholder of record of said IFR Systems, Inc., entitled to notice within 10 days after the effective date of filing of the Certificate of Ownership and Merger, that said Certificate of Ownership and Merger has become effective; and

FURTHER RESOLVED, that the proper officers of this corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge itself into said 1FR Systems, Inc., and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger, and

FOURTH: That the sole stockholder of this corporation did approve the merger by unanimous written consent dated June 18, 2002.

FIFTH: That the proposed merger has been adopted, approved, certified, executed and acknowledged by Testco Acquisition Corp. in accordance with the laws of the State of Delaware, under which the Corporation was organized.

SIXTH: The Amended and Restated Certificate of Incorporation of IFR Systems, Inc. is amended as follows:

Article I (d) of the Amended and Restated Certificate is hereby amended and restated as follows:

“(d) SHARES OF CAPITAL STOCK. The total number of shares of stock which the corporation shall have authority to issue is ONE THOUSAND FIVE HUNDRED (1,500), par value $0.001 per share.”

Article II of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and the following is inserted in lieu thereof

“ARTICLE II -BY-LAWS.

The Board of Directors of the Corporation shall expressly have the power and authorization to make, alter and repeal the By-Laws of the Corporation, subject to the reserved power of the stockholders to make, alter and repeal any By-Laws adopted by the Board of Directors. Unless and except to the extent required by the By-Laws of the Corporation, elections of directors need not be by written ballot.”

Article III of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and the following is inserted in lieu thereof

“ARTICLE III - INDEMNIFICATION.

Each person who at any time is or shall have been a director or officer of the Corporation and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that he is, or he or his testator or intestate was, a director, officer, employee or agent of the Corporation, or served at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such threatened, pending or completed action, suit or proceeding to the full extent authorized under Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which such director, officer, employee or agent may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.”

Article IV of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and the following is inserted in lieu thereof.

“ARTICLE IV - UNCLAIMED DIVIDENDS.

Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock, or otherwise, which are unclaimed by the stockholder entitled- thereto for a period of six (6) years after the close of business on the payment date shall be and be deemed to be extinguished and abandoned; such unclaimed dividends in the possession of the Corporation, its transfer agents, or other agents or depositories, shall at such time become the absolute property of the Corporation, free and clear of any and all claims for any person whatsoever.”

Article V of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and the following is inserted in lieu thereof.

“ARTICLE V - LIABILITY OF DIRECTORS.

Any and all directors of the Corporation shall not be liable to the Corporation or any stockholder thereof for monetary damages for breach of fiduciary duty as director except as otherwise required by law. No amendment to or repeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.”

Article VI of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and the following is inserted in lieu thereof.

“ARTICLE VI - AMENDMENTS.

From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by the Certificate of Incorporation are granted subject to the provisions of this Article VI.”

Articles VII and VIII of the Amended and Restated Certificate of Incorporation are hereby deleted in their entirety.

SEVENTH Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Testco Acquisition Corp. at any time prior to the time that this merger filed with the Secretary of State becomes effective.

IN WITNESS WHEREOF, said Testco Acquisition Corp. has caused this Certificate to be signed by Michael Gorin, its President, this 18th day of June, 2002.

TESTCO ACQUISITION CORP.
By:	/s/ Michael Gorin
	Michael Gorin
	President

EX-3.24

BY-LAWS

OF

IFR SYSTEMS, INC.

(formerly TESTCO ACQUISITION CORP.)

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors.

Section 2. Annual Meetings. The Annual Meetings of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3. Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings or (iii) stockholders owning sixty-six and two-thirds percent (66 2/3%) of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4. Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 5. Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 6. Quorum. Unless otherwise required by law or the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5, until a quorum shall be present or represented.

Section 7. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-laws, any question brought before any meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 5 of Article V hereof, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer's discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 8 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the state of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this section.

Section 9. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 10. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 9 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 11. Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the votes cast at the Annual Meetings of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies. Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Section 3. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one or the President. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 6. Actions by Written Consent. Unless otherwise provided in the Certificate of Incorporation, or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because the director or officer's vote is counted for such purpose if (i) the material facts as to the director or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2. Election. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 6. Vice Presidents. At the request of the President or in the President's absence or in the event of the President's inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there is more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation.

Section 9. Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary's disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer's disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer's possession or under the Assistant Treasurer's control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person's attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; providing, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolutions taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 6 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation's capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of two-thirds of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

Adopted as of: ___________________________________

Last Amended as of: ____________________________________

EX-3.25

ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following articles:

ARTICLE 1

Name

The name of the corporation is: MCE ASIA, Inc.

ARTICLE II

Purpose

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan, as amended (the “MBCA”).

ARTICLE III

Authorized Shares

The total authorized shares consists of 60,000 shares of Common Stock. Each share is entitled to one vote on all matters submitted to the shareholders of the corporation and each share shall have all of the same rights and preferences as each other share.

ARTICLE IV

Registered Office and Resident Agent

The address and mailing address of the initial registered office is 310 Dino Drive, Ann Arbor, Michigan 48103. The name of the initial resident agent is Jon E. Carlson.

ARTICLE V

Limitation of Director Liability

No director of the corporation shall be personally liable to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, except liability for any of the following: (1) the amount of a financial benefit received by a director to which he or she is not entitled; (2) intentional infliction of harm on the corporation or its shareholders; (3) a violation of §551 of the MBCA, MCLA 450.1551, MSA 21.200(551); or (4) an intentional violation of criminal law.

If the MBCA hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained herein, shall be limited to the fullest extent permitted by the amended MBCA as so amended. No amendment or repeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VI

Compromise, Arrangement, or Plan of Reorganization

Whenever a compromise or arrangement or any plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equity jurisdiction within the State of Michigan may, on the application of this corporation or of any creditor or any shareholder thereof, or on the application of any receiver or receivers appointed for this corporation, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as said court directs.

If a majority in number, representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, agrees to any compromise or arrangement or to any reorganization of this corporation as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, as the case may be, and also on this corporation.

ARTICLE VII

Corporate Action Without Meeting of Shareholders

Any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or dissent from a proposal without a meeting, written consent dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE VIII

Incorporator

The name and business address of the incorporator is J. Michael Bernard, Dykema Gossett PLLC, 400 Renaissance Center, Detroit, Michigan 48243.

* * *

I, the incorporator, sign my name this 8^th day of May, 2001.

/s/ J. Michael Bernard

J. Michael Bernard, Incorporator

EX-3.26

BYLAWS

of

MCE ASIA, INC.

(May 9, 2001)

ARTICLE I

Offices

1.01Principal Office. The principal office of the corporation shall be at such place within the State of Michigan as the Board of Directors shall determine from time to time.

1.02Other Offices. The corporation also may have offices at such other places as the Board of Directors from time to time determines or the business of the corporation requires.

ARTICLE II

Seal

2.01Seal. The corporation may, but is not required to, have a seal in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, reproduced or otherwise.

ARTICLE III

Capital Stock

3.01Issuance of Shares. The shares of capital stock of the corporation shall be issued in such amounts, at such times, for such consideration and on such terms and conditions as the Board shall deem advisable, subject to the Articles of Incorporation, any provisions of these Bylaws and any requirements of the laws of the State of Michigan.

3.02Certificates for Shares. The shares of the corporation shall be represented by certificates signed by the Chairman of the Board, President or a Vice President and also may be signed by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the State of Michigan, the name of the person to whom it is issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, and such other provisions as may be required by the laws of the State of Michigan.

3.03Transfer of Shares. The shares of the capital stock of the corporation are transferable only on the books of the corporation upon surrender of the certificate therefor, properly endorsed for transfer, and the presentation of such evidences of ownership and validity of the assignment as the corporation may require.

3.04Registered Shareholders. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business, or in the course of recapitalization, consolidation, merger, plan of share exchange, reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by the laws of the State of Michigan.

3.05Lost or Destroyed Certificates. Upon the presentation to the corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the corporation, the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve.

ARTICLE IV

Shareholders and Meetings of Shareholders

4.01Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting.

4.02Annual Meeting. The annual meeting of the shareholders of the corporation shall be held in the fourth calendar month after the end of the corporation’s fiscal year, or at such other date as the Board of Directors shall determine from time to time, and shall be held at such place and time of day as shall be determined by the Board of Directors from time to time. Directors shall be elected at each annual meeting and such other business transacted as may come before the meeting.

4.03Special Meetings. Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary at the written request of shareholders holding a majority of the shares of stock of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called.

4.04Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at the meeting, either personally or by mailing such notice to his or her last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the shareholders provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this Bylaw.

4.05Record Dates. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive a payment of a dividend or allotment of a right, or for the purpose of any other action. The date fixed shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting, nor more than sixty (60) days before any other action. In such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or adjournment thereof, or to express consent or to dissent from such proposal, or to receive payment of such dividend or to receive such allotment of rights, or to participate in any other action, as the case may be, notwithstanding any transfer of any stock on the books of the corporation, or otherwise, after any such record date. Nothing in this Bylaw shall affect the rights of a shareholder and his or her transferee or transferor as between themselves.

4.06List of Shareholders. The Secretary of the corporation or the agent of the corporation having charge of the stock transfer records for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder, shall be produced at the time and place of the meeting, shall be subject to inspection by any shareholder during the whole time of the meeting, and shall be prima facic evidence as to who are the shareholders entitled to examine the list or vote at the meeting.

4.07Quorum. Unless a greater or lesser quorum is required by the laws of the State of Michigan, the shareholders present at meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the outstanding shares of the corporation entitled to vote at a meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of a majority of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this Bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business.

4.08Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. A proxy shall be signed by the shareholder or the shareholder’s authorized agent or representative and shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by the laws of the State of Michigan.

4.09Voting. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise in the Articles of Incorporation. Votes may be cast orally or in writing, but if more than twenty-five (25) shareholders of record are entitled to vote, then votes shall be cast in writing signed by the shareholder or the shareholder’s proxy. When an action, other than the election of directors, is to be taken by a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater vote is required by the Articles of Incorporation or by the laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at any election.

4.10Participation by means of Communications Equipment. A shareholder may participate in a meeting of shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting in this matter constitutes presence in person at the meeting.

4.11Conduct of Meeting. At each meeting of shareholders, a chair shall preside. In the absence of a specific selection by the board of directors, the chair shall be the Chairman of the Board. The chair shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting which are fair to shareholders. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto may be accepted.

4.12Action Without a Meeting.

(a)Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, any action required or permitted by the Michigan Business Corporation Act, as amended (the “MBCA”), to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if before or after the action all the shareholders entitled to vote consent in writing.

(b)Less than Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within sixty (60) days after the record date for determining shareholders entitled to express consent to or dissent from a proposal without a meeting, written consents dated not more than ten (10) days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE V

Directors

5.01Number and Eligibility. Except as otherwise provided in the Articles of Incorporation, the business and affairs of the corporation shall be managed by or under the direction of a Board comprised of not less than one (1) nor more than nine (9) directors as shall be fixed from time to time by the Board of Directors and/or by the shareholders. The directors need not be residents of Michigan or shareholders of the corporation.

5.02Election, Resignation and Removal. Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified, or until the director’s resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. Except as otherwise provided in the Articles of Incorporation, a director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.

5.03Vacancies. Vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless filled by proper action of the shareholders of the corporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders. A vacancy that will occur at a specific date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the newly elected director may not take office until the vacancy occurs.

5.04Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three (3) days of such time excluding Sundays and legal holidays if such later time is deemed advisable, at the place where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the meeting; provided, that if less than a majority of the directors appear for an annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might have been taken up therein may be taken up at any later special or annual meeting, or by consent resolution.

5.05Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary upon the written request of any two directors.

5.06Notices. No notice shall be required for annual or regular meetings of the Board or for adjourned meetings, whether regular or special. Three (3) days’ written notice shall be given for special meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting.

5.07Quorum and Voting. A majority of the Board of Directors then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board or of a committee, except as a larger vote may be required by the laws of the State of Michigan, by the Articles of Incorporation or by these Bylaws.

5.08Participation by means of Communication as Equipment. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

5.09Committees.

(a)Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint three or more members of the Board as an executive committee to exercise all powers and authorities of the Board in management of the business and affairs of the corporation, except that the committee shall not have power or authority to: (i) amend the Articles of Incorporation; (ii) adopt an agreement or merger or consolidation; (iii) recommend to shareholders the sale, lease or exchange of all substantially of the corporation’s property and assets; (iv) recommend to shareholders a dissolution of the corporation or revocation of a dissolution; (v) amend these Bylaws; (vi) fill vacancies in the Board; (vii) fix the compensation of the directors for serving on the Board or a committee; or (viii) unless expressly authorized by the Board, declare a dividend or authorize the issuance of stock.

(b)Other Committees. The Board of Directors from time to time may, by like resolution, appoint such other committees of one or more directors to have such authority as shall be specified by the Board in the resolution making such appointments. The Board of Directors may designate one or more directors as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof.

5.10Dissents. A director who is present at a meeting of the Board of Directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless the director’s dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a written dissent with the Secretary of the corporation within a reasonable time after the director has knowledge of the action.

5.11Compensation. The Board of Directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers.

5.12Action Without a Meeting - Unanimous Consent. Except as may be provided otherwise in the Articles of Incorporation, action required or permitted to be taken under authorization voted at any meeting of the board of directors or a committee of the board may be taken without a meeting, if, before or after the action, all members of the board then in office or of the committee, as the case may be, consent to the action in writing. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.

ARTICLE VI

Notices and Waivers of Notice

6.01Notices. All notices of meetings required to be given to shareholders, directors or any committee of directors may be given by mail (registered, certified or other first class mail, with postage pre-paid), overnight carrier, telecopy, telegram, computer transmission, radiogram, cablegram or other similar form of communication, addressed to any shareholder, director or committee member at his last address as it appears on the books of the corporation. The corporation shall have no duty to change the written address of any shareholder, director or committee member unless the secretary of the corporation receives written notice of such address change. Such notice shall be deemed to have been duly given when: (a) if physically delivered, at the time of delivery; (b) if telephonically transmitted by facsimile transmission, at the time of such transmission, if such transmission is confirmed by delivery by certified or registered United States Mail (with first class postage pre-paid) or guaranteed overnight delivery; (c) if transmitted via e-mail, at the time of such transmission, if such transmission is confirmed by delivery by certified or registered United States Mail (with first class postage pre-paid) or guaranteed overnight delivery; (d) if mailed with the United States postal service, when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States postal service, with such mailing to be registered, certified or other first class mail, except as otherwise required by the MBCA or these bylaws; or (e) if delivered by a third party providing delivery services in the ordinary course of business which guarantees delivery on the next business or next non-business after deposit with such third party (e.g., via Federal Express), when so deposited with such third party.

6.02Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telecopy, telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan or by Section 6.01 of these Bylaws. Attendance of a person at any meeting of shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows:

(a)In the case of a shareholder, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the shareholder objects to considering the matter when it is presented.

(b)In the case of a director, unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

ARTICLE VII

Officers

7.01Number. The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer and may select a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers and such other officers as the Board may from time to time designate. The President and Chairman of the Board, if any, shall be members of the Board of Directors. Any two (2) or more of the above offices, except those of President and Vice President, may be held by the same person. No officer shall execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged, or verified by one or more officers.

7.02Term of Office, Resignation and Removal. An officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer does not itself create contract rights.

7.03Vacancies. The Board of Directors may fill any vacancies in any office occurring for whatever reason.

7.04Authority. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these Bylaws.

ARTICLE VIII

Duties of Officers

8.01Chairman of the Board. The Chairman of the Board, if such office is filled, shall preside at all meetings of the shareholders (in accordance with Section 4.11 hereof) and of the Board of Directors at which the Chairman is present and shall perform such other duties as the Board of Directors may from time to time prescribe.

8.02President. The President shall be the chief executive officer of the corporation. The President shall see that all orders and resolutions of the Board are carried into effect and shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations which are held by the corporation. In the absence or disability of the Chairman of the Board, or if that office has not been filled, the President also shall perform the duties and execute the powers of the Chairman of the Board as set forth in these Bylaws.

8.03Vice Presidents. The Vice Presidents, in the order designated by the Board of Directors or, lacking such designation, in the order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors, the Chairman of the Board, if any, or the President may from time to time prescribe.

8.04Secretary. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors, and shall keep in safe custody the seal of the corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by the signature of the Secretary, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of the duties, powers and authorities of the Secretary to one or more Assistant Secretaries, unless such delegation is disapproved by the Board.

8.05Treasurer. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer may delegate any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation is disapproved by the Board of Directors.

8.06Assistant Secretaries and Treasurers. The Assistant Secretaries, in order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in the event that the Secretary is absent, disabled or otherwise unavailable. The Assistant Treasurers, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in the event that the Treasurer is absent, disabled or otherwise unavailable. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Board of Directors and/or the President may prescribe from time to time.

8.07Other Officers. If the Board designates officers other than those described in Sections 8.01 through 8.06 above, such other officers shall perform such duties and exercise such the powers and authorities as the Board of Directors, the Chairman of the Board, if any, or the President may from time to time prescribe.

ARTICLE IX

Special Corporate Acts

9.01Orders for Payment of Money. All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

9.02Contracts and Conveyances. The Board of Directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the Chairman of the Board, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, may execute the same in the name and on behalf of this corporation and may affix the corporation seal thereto.

ARTICLE X

Books and Records

10.01Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation’s business and affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock ledgers and lists of shareholders, as the Board of Directors shall deem advisable, and as shall be required by the laws of the State of Michigan and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Michigan in a place which the Board shall determine.

10.02Reliance on Books and Records. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(a)One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b)Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence.

(c)A committee of the Board of which the director or officer is not a member if the director or officer reasonably believes the committee merits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

ARTICLE XI

Indemnification

11.01Non-Derivative Actions. Subject to all of the other provisions of this Article XI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to any criminal action or proceeding had reasonable cause to believe that his or her conduct was unlawful.

11.02Derivative Actions. Subject to all of the provisions of this Article XI, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

11.03Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suite or proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorneys’ fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Article XI.

11.04Definitions. For the purposes of Sections 11.01 and 11.02, “otherenterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the requestof the corporation” shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries or an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of the corporationor its shareholders” as referred to in Sections 11.01 and 11.02.

11.05Contract Right; Limitation on Indemnity. The right to indemnification conferred in this Article XI shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer for the date he or she became or becomes such director or officer. Any repeal or modification of this Section 11.05 shall not adversely affect any right or protection existing at the time of such repeal or modification. Except as provided in Section 11.03 of these Bylaws, the corporation shall have no obligations under this Article XI to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors.

11.06Determination that Indemnification is Proper. Any indemnification under Sections 11.01 or 11.02 of these Bylaws (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections 11.01 or 11.02, whichever is applicable, and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. Such determination and evaluation shall be made in any of the following ways:

(a)By a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be made parties to such action, suit or proceeding.

(b)If the quorum described in clause (a) above is not obtainable, then by a majority vote of a committee of directors duly designated by the Board of Directors and consisting solely of two or more directors who are not at the time parties or threatened to be made parties to the action, suit or proceeding.

(c)By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways:

(i)by the Board or its committee in the manner prescribed in subparagraph (a) or (b); or

(ii) if a quorum of the Board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the Board.

(d)By the shareholders, but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the action, suit or proceeding may not be voted.

(e)By all independent directors (as defined by Section 107(3) of the MBCA) who are not parties or threatened to be made parties to the action, suit, proceeding.

11.07Authorizations of Payment.

(a)Authorizations of payment under Sections 11.01 and 11.02 shall be made in any of the following ways:

(i)By the Board of Directors:

(A) if there are two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of all such directors (a majority of whom shall for this purpose constitute a quorum) or by a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding; or

(B) if the corporation has one ore more independent directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of all such directors (a majority of whom shall for this purpose constitute a quorum); or

(C) if there are no independent directors and fewer than two directors who are not parties or threatened to be made parties to the action, suit or proceeding, by the vote necessary for action by the board in accordance with Section 5.07, in which authorization all directors may participate; or

(ii)By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit or proceeding may not be voted on the authorization.

(b)To the extent that the Articles of Incorporation include a provision eliminating or limiting the liability of a director pursuant to the MBCA, the corporation may indemnify a director for the expenses and liabilities described below without a determination that the director has met the standard of conduct set forth in Sections 11.01 and 11.02, but no indemnification may be made (except to the extent authorized in MBCA), if the director (i) received a financial benefit to which he or she was not entitled, (ii) intentionally inflicted harm on the corporation or its shareholders, (iii) violated Section 551 of the MBCA, or (iv) intentionally violated criminal law. In connection with an action or suit by or in the right of the corporation, as described in Section 11.02, indemnification under this Section 11.07(b) may be for expenses, including attorneys’ fees, actually and reasonably incurred. In connection with an action, suit or proceeding other than one by or in the right of the corporation, as described in Section 11.01, indemnification under this Section 11.07(b) may be for expenses, including attorneys’ fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.

11.08Proportionate Indemnity. If a person is entitled to indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

11.09Expense Advance. The corporation may pay or reimburse the reasonable expenses incurred by a person referred to in Section 11.01 or 11.02 of these Bylaws who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if both of the following apply: (a) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Sections 11.01 or 11.02; and (b) the person furnishes the corporation a written undertaking executed personally, or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct. Determinations and evaluations under this Section 11.09 shall be made as specified in Section 11.06 and authorizations shall be made in the manner specified in Section 11.07. A provision in the Articles of Incorporation, these Bylaws, a resolution by the board or the shareholders, or an agreement making indemnification mandatory shall also make advancement of expenses mandatory unless the provision specifically provides otherwise.

11.10Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article XI is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of the actual expenses incurred by the person seeking indemnification or advancement of expenses.

11.11Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article XI with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

11.12Former Directors and Officers. The indemnification provided in this Article XI continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

11.13Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Michigan.

11.14Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the corporation relating to the subject matter of Article XI of these Bylaws, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide prior to any such change. Subject to Section 11.15, the Board of Directors is authorized to amend these Bylaws to conform to any such statutory provisions.

11.15Enforcement of Rights. Any indemnification or payment in advance of final disposition under this Article XI shall be made promptly and, in any event, within thirty (30) days after written request to the corporation by the person seeking such indemnification or payment. The rights granted by this Article XI shall be enforceable by such person in any court of competent jurisdiction.

11.16Amendment or Repeal of Article XI. No amendment or repeal of this Article XI shall apply or have any effect on any director or officer of the corporation for or with respect to any acts or omissions of such director or director occurring prior to such amendment or repeal.

ARTICLE XII

Amendments

12.01Amendments. Unless otherwise provided herein or in the Articles of Incorporation, the Bylaws of the corporation may be amended, altered or repealed, in whole or in part, by the shareholders or by the Board of Directors.

EX-3.27

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION OF

RACAL INSTRUMENTS WIRELESS SOLUTIONS, INC.

* * * * *

RACAL INSTRUMENTS WIRELESS SOLUTIONS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of RACAL INSTRUMENTS WIRELESS SOLUTIONS, INC. be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows:

AFIRST: the name of the corporation is:

AIF CORP."

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said RACAL INSTRUMENTS WIRELESS SOLUTIONS, INC. has caused this certificate to be signed by Leonard Borow, its President, this 14^th day of August, 2003.

RACAL INSTRUMENTS WIRELESS SOLUTIONS, INC.
By
	Leonard Borow, President

1

EX-3.28

BY-LAWS

OF

RACAL INSTRUMENTS WIRELESS SOLUTIONS, INC.

(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors.

Section 2. Annual Meetings. The Annual Meetings of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3. Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the "Certificate of Incorporation"), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings or (iii) stockholders owning sixty-six and two-thirds percent (66 2/3%) of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4. Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

1

Section 5. Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 6. Quorum. Unless otherwise required by law or the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5, until a quorum shall be present or represented.

2

Section 7. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-laws, any question brought before any meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 5 of Article V hereof, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer's discretion, may require that any votes cast at such meeting shall be cast by written ballot.

3

Section 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 8 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the state of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this section.

4

Section 9. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 10. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 9 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 11. Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

5

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the votes cast at the Annual Meetings of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies. Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Section 3. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

6

Section 4. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one or the President. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

7

Section 6. Actions by Written Consent. Unless otherwise provided in the Certificate of Incorporation, or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

8

Section 8. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

9

Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because the director or officer's vote is counted for such purpose if (i) the material facts as to the director or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

10

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

11

Section 2. Election. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

12

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

13

Section 6. Vice Presidents. At the request of the President or in the President's absence or in the event of the President's inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there is more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

14

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

15

Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation.

Section 9. Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary's disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

16

Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer's disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer's possession or under the Assistant Treasurer's control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

17

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

18

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person's attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; providing, however, that the Board of Directors may fix a new record date for the adjourned meeting.

19

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolutions taking such prior action.

20

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

21

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

22

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 6 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation's capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

23

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

24

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

25

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

26

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.

27

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

28

Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

29

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article VIII.

30

Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

31

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of two-thirds of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

32

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies.

* * *

EX-3.29

CERTIFICATE OF INCORPORATION

-of-

VIBSUB, INC.

Under Section 402 of the Business Corporation Law

* * * * * * *

THE UNDERSIGNED, being over the age of eighteen years for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of New York, does hereby certify:

FIRST:The name of the corporation is: VIBSUB, INC.

SECOND:The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which required the consent or approval of any state official, department, board, agency or other body.

The corporation, in addition to and in furtherance of the corporate powers above set forth, shall have all the powers enumerated in Section 202 of the Business Corporation Law or any other statute of the State of New York.

THIRD:The office of the corporation is to be located in the Town of Oyster Bay, County of Nassau, State of New York.

FOURTH:The aggregate number of shares which the corporation shall have the authority to issue is TWO HUNDRED (200) shares, without par value.

FIFTH:The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served on him is: c/o Blau, Kramer, Wactlar & Lieberman, P.C., 100 Jericho Quadrangle, Jericho, New York 11753.

IN WITNESS WHEREOF, this Certificate has been subscribed this 9^th day of December, 1983 by the undersigned who affirms that the statements made herein are true under penalties of perjury.

/s/ Melinda O’Donnell

Melinda O’Donnell

Sole Incorporator

100 Jericho Quadrangle

Jericho, New York 11753

CERTIFICATE OF MERGER

of

VIBRATION MOUNTINGS AND COUNTROLS, INC.

into

VIBSUB, INC.

Under Section 904 of the Business Corporation Law

* * * * * * *

WE, THE UNDERSIGNED, JULIUS D. WINER and RAYMOND T. MAGNER, being the President and Secretary, respectively of VIBRATION MOUNTINGS AND CONTROLS, INC. and MILTON BRENNER and FRANK DIMAIO, being the President and Secretary of VIBSUB, INC., respectively, do hereby certify and set fourth:

FIRST:(a) The name of each constituent corporation is as follows:

VIBRATION MOUNTINGS AND CONTROLS, INC.

(The name under which it was formed is “Vibration Mountings, Incorporated)

VIBSUB, Inc.

(b) The name of the surviving corporation is VIBSUB, INC. and, following the merger, its name shall be VIBRATION MOUNTINGS AND CONTROLS, INC.

SECOND:Article “FIRST” of the Certificate of Incorporation of VIBSUB, INC. is amended to read as follows:

“FIRST:The name of the corporation is: VIBRATION MOUNTINGS AND CONTROLS, INC.”

THIRD:As to each constituent corporation, the designation and the number of outstanding shares of each class and series and the voting rights thereof are as follows:

NAME OF CORPORATION	DESIGNATION AND NUMBER OF SHARES IN EACH CLASS OR SERIES OUTSTANDING	GLASS OR SERIES OF SHARES ENTITLED TO VOTE
VIBRATION MOUNTINGS AND CONTROLS, INC.	535, 847 Common Shares $.10 par value (including 396,056 shares held in treasury	139,791 Common Shares, $.10 par value
VIBSUB, INC.	200 Common Shares Without Par Value	200 Common Shares Without Par Value

FOURTH:The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:

NAME OF CORPORATION	DATE OF INCORPORATION
VIBRATION MOUNTINGS AND CONTROLS, INC.	February 17, 1954
VIBSUB, INC.	December 16, 1983

FIFTH:The merger was adopted by each constituent corporation in the following manner:

As to VIBRATION MOUNTINGS AND CONTROLS, INC., at a meeting of shareholders by the vote of the holders of two-thirds of all outstanding shares entitled to vote thereon.

As to VIBSUB, INC., by the unanimous consent of the shareholders.

SIXTH:The merger shall be effected upon the filing of the Certificate of Merger by the Department of State.

IN WITNESS WHEREOF, we have signed this Certificate on the 23^rd day of February, 1984 and the statements contained herein are true under penalties of perjury.

VIBRATION MOUNTINGS AND CONTROLS, INC.
By:	/s/ Julius D. Winer
	Julius D. Winer, President
By:	/s/ Raymond T. Magner
	Raymond T. Magner, Secretary
VIBSUB, INC.
By:	/s/ Milton Brenner
	Milton Brenner, President
By:	/s/ Frank DiMaio
	Frank DiMaio, Secretary

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION OF

VIBRATION MOUNTINGS AND CONTROLS, INC.

Under Section 805 of the Business Corporation Law

We, the undersigned, Malcolm Gibbins and Charles Badlato, begin respectively the President and Assistant Secretary of Vibration Mountings and Controls, Inc., hereby certify

1.The name of the corporation is Vibration Mountings and Controls, Inc.

2.The Certificate of Incorporation of said corporation was filed by the Department of State on the 16^th day of December, 1983 under the original name Vibsub, Inc.

3.(a)The Certificate of Incorporation is amended to change the corporate name.

(b)To effect the foregoing, Article “FIRST” relating to the corporate name is amended to read as follows:

“FIRST: The name of the corporation is Aeroflex Bloomingdale, Inc.”

4.The Amendment was authorized by the unanimous written consent of the board of directors of the corporation followed by the unanimous written consent of all shareholders of the corporation.

IN WITNESS WHEREOF, we have signed this certificate on the 4^th day of March, 2005, and we affirm the statements contained therein as true under penalties of perjury.

/s/ Malcolm Gibbins

Malcolm Gibbins, President

/s/ Charles Badlato

Charles Badlato, Assistant Secretary

EX-3.30

AMENDED

BY-LAWS

OF

VIBRATION MOUNTINGS AND CONTROLS, INC.

OFFICES.

1. The principal office of the corporation shall be in the City of ________ New York, ________, County of Queens, State of New York.

2. The corporation may also have offices at such other places as the board of directors also have offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.

MEETINGS OF STOCKHOLDERS.

3. All meetings of the stockholders shall be held at the principal office of the corporation or at such place within the State of New York as the board of directors shall authorize.

4. The annual meeting of the stockholders of the corporation, shall be held on the ______ day of ______ in each year if not a legal holiday, and , if a legal holiday, then on the next business day following at the same hour, when they shall elect a board of directors and transact such other business as may properly come before the meeting.

5. Written notice of every meeting of stockholders, stating the purpose or purposes for which the meeting is called, the time when and the place within the State of New York where it is to be held, shall be served, either personally or by mail, upon each stockholder entitled to vote at such meeting and upon each stockholder of record who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, not less than ten nor more than forty days before the meeting. If mailed, such notice shall be directed to a stockholder at his address as it shall appear on the books of the corporation unless he shall have filed with the secretary of the corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Notice of all meetings may be waived by any stockholder by written waiver or by personal attendance thereat.

6. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by resolution of the board of directors or by the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors or at the request in writing by stockholders owning a majority in amount of the capital stock of the corporation issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. The president may, in his discretion, call a special meeting of stockholders upon ten days’ notice.

7. Business transacted at all special meetings shall be confined to the purposes stated in the notice of meeting.

8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation or by these by-laws.

9. If a quorum shall not be present or represented, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting and originally notified.

10. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

11. Each stockholder of record having the right to vote shall be entitled at every meeting of the stockholders of the corporation to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the corporation, and such votes may be cast either in person or by written proxy.

12. Every proxy must be executed in writing by the stockholder or by his duly authorized attorney. No proxy shall be valid after the expiration of eleven months from the date of its execution unless it shall have specified therein its duration. Every proxy shall be revocable at the pleasure of the person executing it or of his personal representatives or assigns.

DIRECTORS.

13. The board of directors shall consist of three directors, who must be stockholders of the corporation, all of whom shall be of full age and at least one of whom shall be a citizen of the United States and a resident of the State of New York. They shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until his successor shall be elected and shall qualify.

14. If the office of any director or directors becomes vacant for any reason, the directors in office may choose a successor or successors who shall hold office for the unexpired term in respect to which such vacancy occurred or until the next election of directors, or any vacancy occurred or until the next election of directors, or any vacancy may be filled by the stockholders at any meeting thereof. Any director may be removed either with or without cause, at any time, by vote of the stockholders at any meeting called for the purpose.

15. The business of this corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD.

16. The directors may hold their meetings at the office of the corporation, or at such other places, either within or without the State of New York, as they may from time to time determine.

17. Regular meetings of the board may be held without notice at such time and place as shall from time to time be determined by resolution of the board.

18. Special meetings of the board may be called by the president on five days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or secretary in a like manner on the written request of two directors. Notice of meeting may be waived by any director by written waiver or by personal attendance thereat.

19. At any meeting at which every member of the board of directors shall be present, though held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

20. At all meetings of the board the presence of a majority of the entire number of directors shall be necessary to constitute a quorum and sufficient for the transaction of business.

21. Any act of a majority present at a meeting, at which there is a quorum, shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation or by these by-laws.

22. If a quorum shall not be present at any meeting of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

WAIVER OF NOTICE.

23. Whenever by statute, the provisions of the certificate of incorporation or these by-laws of the stockholders or the board of directors are authorized to take any action after notice, such notice may be waived, in writing, before or after the holding of the meeting, by the person or persons entitled to such notice, or, in the case of a stockholder, by his attorney thereunto authorized.

24. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer. Any officer may hold more than one office.

25. The directors, immediately after each annual meeting of stockholders, shall elect form their number a president and shall also choose a vice-president, a secretary and a treasurer who need not be members of the board.

26. The board may appoint such other officers, agents and employees as it shall deem necessary who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board.

27. The salaries of all officers of the corporation shall be fixed by the board of directors.

28. The officers of the corporation shall hold office for one year and until their successors are chosen and qualify in their stead. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT.

29. The president shall be the executive officer of the corporation; he shall preside at all meetings of the stockholders and directors; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

VICE-PRESIDENT.

30. The vice-president in the absence or disability of the president shall perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors shall prescribe.

THE SECRETARY.

31. The secretary shall attend all sessions of the board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of stockholders and special meetings of the board of directors and shall perform such other duties as may be prescribed by the board of directors. He shall keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board of directors.

THE TREASURER.

32. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate amounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

33. He shall, if required by the board, give the corporation a bond in such sum or sums and with such surety or sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his possession, or under his control belonging to the corporation.

INDEMNIFICATION.

34. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the Business Corporation Law of the State of New York, as from time to time in effect and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any rights to which such director, officer, employee or agent may be entitled apart from the foregoing provisions and shall constitute as to any such person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of each such person.

The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article, and the relevant provisions of the Business Corporation Law of the State of New York and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

CERTIFICATES OF STOCK.

35. The certificates of stock of the corporation shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

LOST CERTIFICATES.

36. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such claim and with such surety or sureties as it may direct, as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

TRANSFERS OF STOCK.

37. Upon surrender to the corporation or the transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer of stock shall be entered on the stock book of the corporation which shall be kept at its principal office. No transfer of stock shall be made within ten days next preceding the annual meeting of stockholders.

38. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

DIVIDENDS.

39. Dividends upon the capital stock of the corporation, subject to any provisions of the certificate of incorporation relating thereto may be declared by the board of directors at any regular or special meeting, pursuant to law.

40. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the directors from time to time in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

SEAL.

41. The seal of the corporation shall be as follows: the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

CHECKS.

42. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR.

The fiscal year shall begin the first day of each year.

AMENDMENTS.

43. These by-laws may be amended, altered or added to by the vote of the Board of Directors of this corporation at any regular meeting of said Board, or at a special meeting of Directors called for that purpose provided a quorum of the Directors as provided by law and by the Certificate of Incorporation, are present at such regular or special meeting. These by-laws, and any amendments thereto and new by-laws added by the directors may be amended, altered or replaced by the stockholders at any annual or special meeting of the stockholders.

ACTION BY WRITTEN CONSENT

OF THE SOLE STOCKHOLDER OF

AEROFLEX BLOOMINGDALE, INC.

Pursuant to Section 615 of the New York General Business Law, the undersigned, being the sole stockholder of Aeroflex Bloomingdale, Inc., a New York corporation (the “Company”), acting by written consent in lieu of a special meeting, does hereby make the following recitals and adopt the following resolutions:

Approval and Adoption of Amended Bylaws

WHEREAS, the Board desires to amend the Bylaws of the Corporation as set forth in Exhibit A attached hereto.

NOW, THEREFORE, BE IT:

RESOLVED, the amendment to the Bylaws of the Corporation set forth in Exhibit A attached hereto, be, and hereby is, approved and adopted.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned being the sole stockholder of the Company, has executed this written consent as of the 15^th day of August, 2007.

AEROFLEX INCORPORATED
By:	/s/ John Buyko
	Name: John Buyko
	Title: EVP, President AMS

EXHIBIT A

AMENDMENT TO THE BYLAWS OF AEROFLEX BLOOMINGDALE, INC.

EFFECTIVE AS OF AUGUST 15, 2007

1.Section 13 of the Bylaws is hereby amended to read in its entirety as follows:

“13. The board of directors shall consist of one or more members; the exact number of directors which shall constitute the whole board of directors shall be fixed from time to time by resolution adopted by the majority of the whole board of directors. Until the number of directors has been so fixed by the board of directors, the number of directors constituting the whole board of directors shall be five. Directors need not be stockholders of the Company. Each director shall be elected at the annual meeting of stockholders and each director shall be elected to serve for a one year term and until his successor shall be elected and shall qualify.”

2.The title of the Bylaws is hereby amended to delete “Vibration Mountings and Controls, Inc.” and replace it with “Aeroflex Bloomingdale, Inc.”

3.Except to the extent expressly amended by this Amendment, the Bylaws shall remain in full force and effect.

EX-3.31

ARTICLES OF INCORPORATION

OF

MICRO-METRICS, INC.

THE UNDERSIGNED, ACTING AS INCORPORATOR(S) OF A CORPORATIONUNDER THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, ADOPT(S) THE FOLLOWING ARTICLES OF INCORPORATION FOR SUCH CORPORATION:

FIRST: The name of the corporation is Micro-Metrics, Inc.

SECOND: The period of its duration if such period is other than perpetual:

THIRD: The corporation is empowered to transact any andall lawful business for which corporations may be incorporated under RSA 293-A, and the principal purpose or purposes for which the corporation is organized are: the manufacturing and marketing of microwave products.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is: 15,000 shares of $1.00 par value common shares.

FIFTH: The capital stock will be sold or offered for sale within the meaning of RSA 421-B. (New Hampshire Securities Act)

SIXTH: Provisions, if any, for the limitation or denial of preemptive rights: none.

SEVENTH: Provisions for the regulation of the internal affairs of the corporation are: The articles of incorporationor by-laws of the corporation may be amended or changed onlyby the shareholders upon the affirmative vote of eighty per cent (80%) of the common shares outstanding.

EIGHTH: The address of the initial registered office ofthe corporation is Main Street, Wilton, New Hampshire, and thename of its initial registered agent at. such address is John Miles Keefe.

NINTH: The number of directors constituting the initialboard of directors of the corporation is two, and the names and addresses of the persons who are to serve as directors until the firstannual meeting of shareholders or until their successors are elected and shall qualify are:

Name	Address
Izola R. Magoon	111 Locke Street
	Nashua, New Hampshire
James P. Morgan	P.O. Box 501,
	Manchester, Massachusetts

TENTH: The name and address of each incorporator is:

Name	Address
Izola R. Magoon	111 Locke Street
	Nashua, New Hampshire
James P. Morgan	P. O. Box 501
	Manchester, Massachusetts

Dated: September 25, 1986

/s/ Izola R. Magoon

Izola R. Magoon, Incorporator

/s/ James P. Morgan

James P. Morgan, Incorporator

EX-3.32

AMENDED AND RESTATED BY-LAWS

OF

MICRO-METRICS, INC.

TABLE OF CONTENTS

ARTICLE I.
OFFICES		1
Section 1.	Principal Office	1
Section 2.	Registered Office	1

ARTICLE II.
SHAREHOLDERS		1
Section 1.	Place of Shareholder Meetings	1
Section 2.	Annual Shareholder Meetings	1
Section 3.	Special Shareholder Meetings	1
Section 4.	Notice of Shareholder Meetings	2
Section 5.	Record Date	2
Section 6.	Shareholder List	3
Section 7.	Quorum	3
Section 8.	Chairman	3
Section 9.	Proxies	3
Section 10.	Voting of Shares	4
Section 11.	Shareholders’ Action Without Meeting	4
Section 12.	Shareholders’ Rights to Inspect Corporate Records	4
Section 13.	Financial Statements Shall be Furnished to the Shareholders	5
Section 14.	Dissenters’ Rights	5

ARTICLE III.
BOARD OF DIRECTORS		5
Section 1.	General Powers	5
Section 2.	Number, Qualifications and Term of Office	6
Section 3.	Manner of Election	6
Section 4.	Place of Meeting, etc	6
Section 5.	First Meeting	6
Section 6.	Regular Meetings	6
Section 7.	Special Meetings	6
Section 8.	Notice of Special Directors’ Meetings	6
Section 9.	Quorum and Manner of Acting	7
Section 10.	Directors’ Action Without Meeting	7
Section 11.	Resignations	7
Section 12.	Removal of Directors	7
Section 13.	Vacancies	8
Section 14.	Compensation	8
Section 15.	Directors’ Participation in Meeting By Telephone	8
Section 16.	Books and Records	8
Section 17.	Interested Directors	8

ARTICLE IV.
COMMITTEES		9
Section 1.	Creation of Committees	9
Section 2.	Selection of Members	9

Section 3.	Required Proceedures	9
Section 4.	Authority	9
Section 5.	Compensation	10
Section 6.	Standard of Conduct	10

ARTICLE V.
OFFICERS		10
Section 1.	Numbers	10
Section 2.	Appointment and Term of Office	10
Section 3.	Removal	10
Section 4.	Resignations	11
Section 5.	Vacancies	11
Section 6.	The Chairman of the Board	11
Section 7.	The President	11
Section 8.	The Vice Presidents	11
Section 9.	The Secretary	11
Section 10.	The Treasurer	12
Section 11.	Assistant Secretaries and Assistant Treasurers	12
Section 12.	Salaries	12

ARTICLE VI.
CONTRACTS, CHECKS, NOTES, ETC		12
Section 1.	Execution of Contracts	12
Section 2.	Loans	12

ARTICLE VII.
STOCK AND DISTRIBUTIONS		13
Section 1.	Certificates of Stock	13
Section 2.	Lost, Destroyed or Mutilated Certificates	13
Section 3.	Distributions	13

ARTICLE VIII.
SEAL	13

ARTICLE IX.
FISCAL YEAR	14

ARTICLE X.
WAIVER OF NOTICE	14

ARTICLE XI.
INDEMNIFICATION	14

ARTICLE XII.
PERSONAL LIABILITY OF OFFICERS AND DIRECTORS	14

ARTICLE XIII.
AMENTMENTS	14

ARTICLE IX.
MISCELLANEOUS	14

ARTICLE XV.
EFFECT OF THE ARTICLES OF INCORPORATION AND THE NEW
HAMPSHIRE BUSINESS CORPORATION ACT	15

BY-LAWS

OF

MICRO-METRICS, INC.

ARTICLE 1.

OFFICES

Section 1.Principal Office. The principal office of the Corporation shall be located at any place either within or outside the State of New Hampshire. The Corporation may have such other offices, either within or outside the State of New Hampshire as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Section 2.Registered Office. The registered office of the Corporation shall be located within the State of New Hampshire and may be, but need not be, identical with the principal office of the Corporation. The address of the registered office may be changed from time to time in accordance with the relevant provisions of the New Hampshire Business Corporation Act, NHRSA 293-A (sometimes referred to as the “New Hampshire Business Corporation Act”). The Board of Directors may designate a registered office and agent of the Corporation in any foreign jurisdiction in which the Corporation is qualified to transact business.

ARTICLE II.

SHAREHOLDERS

Section 1.Place of Shareholder Meetings. All meetings of the shareholders of the Corporation shall be held at such place, either within or outside of the State of New Hampshire, as may from time to time be designated by the Board of Directors or shall be designated in the respective notices or waivers of notice of such meeting. If no designation is made, then the place of meeting shall be the principal office of the Corporation.

Section 2.Annual Shareholder Meetings. The annual meeting of the shareholders shall be held not more than one hundred eighty (180) days after the close of the fiscal year of the Corporation, on such date and at such hour as may be fixed by the Board of Directors and stated in the notice of such meeting. If the election of Directors shall not be held on the day so designated for any annual meeting of the shareholders, or at any subsequent continuation after adjournment thereof, then the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.

Section 3.Special Shareholder Meetings. A special meeting of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board, if any, the President, or a Vice President, or by a majority of the Board of Directors, and shall be called by the Secretary upon written demand therefor to the Secretary by the holders of not less than ten percent (10%) of the shares entitled to vote at the meeting.

Section 4.Notice of Shareholder Meetings.

(a)Required Notice. Written notice stating the date, place and time of any annual or special shareholder meeting shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Board of Directors, or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to any other shareholder entitled by law or the articles of incorporation to receive notice of the meeting. Notice shall be deemed to be effective at the earlier of: (1) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (2) when received; or (3) 5 days after deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address as shown in the Corporation’s current record of shareholders.

(b)Adjourned Meeting. If any shareholder meeting is adjourned to a different date, time or place, then notice need not be given of the new date, time and place, if the new date, time and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is, or must be fixed, which the Board of Directors shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting, then notice must be given pursuant to the requirements of Section 4(a) hereof, to those persons who are shareholders as of the new record date.

(c)Waiver of Notice. A shareholder may waive notice of a meeting (or any notice required by the New Hampshire Business Corporation Act, the Corporation’s articles of incorporation, or these By-laws), by a writing signed by the shareholder entitled to the notice, which waiver is delivered to the Corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.

A shareholder’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 5.Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the date on which the particular meeting or action, requiring such determination of shareholders, is to be taken. If no record date is so fixed by the Board for the determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to receive dividend or distribution, then the record date for determination of such shareholders shall be the date specified by law.

Section 6.Shareholder List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders thereof, arranged in alphabetical order, listing the address and the number of shares held by each. The list shall be arranged by voting group, if such exists, and within each voting group by class or series of shares. The shareholder list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting. The list shall be available at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting is to be held. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to the requirements of Article II, Section 12 hereof, to copy the list during regular business hours and at his/her expense, during the period it is available for inspection. The Corporation shall maintain the shareholder list in written form or in another form capable of conversion into written form within a reasonable time.

Section 7.Quorum. At each meeting of the shareholders, the presence, in person or by proxy, of the holders of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business, except where otherwise provided by law or by the articles of incorporation of the Corporation or any amendment thereto. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. In the absence of a quorum at any meeting or any adjournment thereof, the shareholders of the Corporation present in person or by proxy and entitled to vote shall have the power to adjourn the meeting from time to time, until shareholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 8.Chairman. The Chairman of the Board, if any, or, in the absence of the Chairman of the Board, the President or a Vice President, or a chairman designated by the Board of Directors or by the shareholders shall preside at every meeting of the shareholders. In the absence of the Secretary, the presiding officer shall appoint a secretary pro tempore.

Section 9.Proxies. At all meetings of shareholders, a shareholder may vote in person, or vote by proxy, which is executed in writing by the shareholder, or which is executed by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. All proxies are revocable unless they meet specific requirements of irrevocability set forth in New Hampshire RSA 293-A:7.22(d), as may be amended or as set forth in any successor statute. The death or incapacity of the shareholder appointing a proxy does not invalidate the right of the Corporation to accept the proxy unless the Corporation is put on notice before the proxy exercises his/her authority under the appointment. A transferee for value, who receives shares subject to an irrevocable proxy, can remove the proxy, if he had no notice of the proxy, and if such appointment was not conspicuously noted on the share certificate. Proxies transmitted by mailgrams or other telegraphic means or by any other electronic, electrical or telephonic means, which result in or produce a written or printed document or facsimile thereof shall be deemed a valid proxy.

Section 10.Voting of Shares.

(a)Voting Entitlements. Unless otherwise provided in the Articles of Incorporation or by a relevant provision of the New Hampshire Business Corporation Act, each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders. Only shares are entitled to vote.

(b)Voting Groups. The shares of the Corporation entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, a by-law or the New Hampshire Business Corporation Act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(c)Approval. If a quorum exists, then action on a matter (other than election of directors) is approved if the votes cast by the shareholders entitled to vote thereon in favor of the action exceed the votes cast by such shareholders in opposition to the action, unless the articles of incorporation, a by-law or the New Hampshire Business Corporation Act require a greater number of affirmative votes.

Section 11.Shareholders’ Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one ore more consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the Corporation for inclusion in the minute book. If the act to be taken requires that notice be given to non-voting shareholders, then the Corporation shall give the non-voting shareholders written notice of the proposed action at least 10 days before the action is taken, which notice shall contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action. Action taken by consent is effective when the last shareholder signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any documents.

Section 12.Shareholder’s Rights to Inspect Corporate Records.

(a)Minutes and Account Records. The Corporation shall keep as a permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all action taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation shall maintain appropriate accounting records.

(b)Inspection Rights. Subject to compliance with the applicable provisions of the New Hampshire Business Corporation Act, the shareholders of the Corporation have certain inspection rights with respect to certain enumerated corporate records and materials as described in New Hampshire RSA 293-A:16.02, as may be amended or as set forth in any successor statute.

Section 13.Financial Statements Shall be Furnished to the Shareholders.

(a)The Corporation shall furnish its shareholders with annual financial statements, which may be consolidated or combined statements of the Corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements for the shareholders also must be prepared on that basis.

(b)If the annual financial statements are reported upon by a public accountant, the report of the public accountant must accompany them. If not, the statements must be accompanies by a statement of the President or the person responsible for the Corporation’s accounting records:

(1)stating that person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2)describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c)The Corporation shall mail the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail such shareholder the latest financial statements.

Section 14.Dissenters’ Rights. Each shareholder shall have the right to dissent from and obtain payment for the Corporation’s shares as issued to such shareholder when so authorized or required by the New Hampshire Business Corporation Act, the Articles of Incorporation, these By-laws, or in a resolution of the Board of Directors.

ARTICLE III.

BOARD OF DIRECTORS

Section 1.General Powers. The property, affairs and business of the Corporation shall be controlled and managed by the Board of Directors. Without limiting the generality of the foregoing, such control shall include the power to: hire employees; enter into employment agreements with employees where deemed advisable; determine levels of employee compensation, including wages, salaries, bonuses and other fringe benefits; terminate the employment of an employee; determine conditions of employment, including hours of work, work responsibility, vacation time, and sick leave; authorize the purchase or rental of property and determine all policies of the Corporation with regard to the conduct of the business of the Corporation. The Board of Directors may from time to time delegate particular responsibilities to specified officers of the Corporation as it shall deem advisable. Such specified officers may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation not inconsistent with these By-Laws, the Corporation’s articles of incorporation, or the laws of the State of New Hampshire as they may deem proper. Notwithstanding the foregoing, the Board of Directors are authorized and empowered to interpret the articles of incorporation and these By-Laws, when necessary or appropriate.

Section 2.Number, Qualifications and Term of Office. The number of Directors of the Corporation shall be not less than one (1), nor more than five (5), all of whom shall be of lawful age. The number of directors may be fixed or changed from time to time, within the range hereinbefore stated, by the shareholders or the Board of Directors; provided, however, that only shareholders may change the range for the size of the Board of Directors or change from a fixed to a variable range size board or vice versa. Each Director shall continue in office until the annual meeting of the shareholders next ensuing and until his successor shall have been elected and shall qualify, or until any of the following, if earlier: (i) his death, (ii) his resignation, (iii) there is a properly effected decrease in the number of Directors, or (iv) such Director shall have been removed in the manner hereinafter provided in Section 12. Directors need not be shareholders of the Corporation or residents of the State of New Hampshire.

Section 3.Manner of Election. The Directors of the corporation shall be elected by a plurality of the votes cast by the shareholders entitled to vote in the election at the annual meeting of shareholders.

Section 4.Place of Meeting, etc. The Board of Directors may hold its meetings and have one or more offices at such places within or without the State of New Hampshire as the Board from time to time may determine or, in the case of meetings, as shall be designated in the respective notices or waivers of notice of such meeting.

Section 5.First Meeting. As soon as practicable after each annual election of Directors, the Board of Directors shall meet for the purpose of organization, the appointment of officers and the transaction of other business. Such meeting shall be held on the same day and at the same place at which the annual meeting of the shareholders is held or at which regular meetings of the Board are held, or as may be otherwise provided by resolution of the Board. Notice of such meeting need not be given. Such meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof signed by all the Directors and delivered to the Corporation.

Section 6.Regular Meetings. Regular meetings of the Board of Directors shall be held at such places and at such times as the Board shall determine from time to time by resolution. Notice of regular meetings need not be given.

Section 7.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, or by the President, or by the Secretary at the request of any two (2) Directors at the time being in office.

Section 8.Notice of Special Directors’ Meetings. Notice of any special directors’ meeting shall be given to each Director by mail, facsimile, or other express services, at least two (2) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purpose thereof. Oral notice of a special meeting of the Board of Directors may be given to each Director when, in the sole opinion of the President or the Chairman of the Board, immediate action of the Board of Directors is required. Notice of any meeting of the Board need not be given to any Director, however, if waived by him in writing and filed with the minutes or corporate records, whether before or after such meeting be held, or if he shall present at such meeting unless his attendance at the meeting is expressly for the purpose of objecting to the transaction of any business because the meeting is not lawfully convened; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all of the Directors shall be present thereat.

Section 9.Quorum and Manner of Acting. A majority of the total number of Directors then holding office shall constitute a quorum for the transaction of business at any meeting except where otherwise provided by statute, the Corporation’s articles of incorporation or these By-Laws; but less than a quorum may adjourn the meeting. At all meetings of the Board of Directors, each Director present is to have one vote. At all meetings of the Board of Directors, all questions, the manner of deciding which are not specifically regulated by statute or the Corporation’s articles of incorporation, shall be determined by a majority of the Directors present at the meeting. A director who is present at a meeting of the Board of Directors (or any committee thereof) and who does not vote in favor of corporate action taken at the meeting shall be presumed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or the transaction of business at the meeting, (b) his dissent or abstention from action taken is entered in the minutes of the meeting or (c) he delivers written notice of his dissent or abstention to the presiding officer before adjournment of the meeting or to the Secretary of the Corporation immediately after adjournment of the meeting. Minutes of each meeting of the Board shall be made available to each Director at or before the next succeeding meeting. Each Director shall be presumed to have assented to such minutes unless his objection thereto shall be filed promptly with the Secretary.

Section 10.Directors’ Action Without Meeting. If all the Directors then holding office severally or collectively unanimously consent in writing to any action taken or to be taken by the Corporation, such action shall be valid as though it had been authorized at a meeting of the Board of Directors. The Secretary shall file such consent or consents with the minutes of the meetings of the Board of Directors. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

Section 11.Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors, its chairman, or to the Corporation. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 12.Removal of Directors. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, then only the shareholders of that voting group may participate in the vote to remove him. If cumulative voting is authorized in the articles of incorporation, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Section 13.Vacancies. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled in one of the following manners: (1) the shareholders may fill the vacancy, (2) the Board of Directors may fill the vacancy, (a) if the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office, (b) if the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, (c) a vacancy that will occur at a specific later date by reason of a resignation effective at a later date, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Section 14.Compensation. Directors shall receive such compensation for attendance at regular or special meetings as the Board of Directors shall determine from time to time.

Section 15.Directors’ Participation in Meeting By Telephone. A Director may participate in a meeting of the Board of Directors by any means of communication by which all Directors participating may simultaneously hear each other during the meeting. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 16.Books and Records. The correct and complete books and records of the Corporation shall be maintained at its principal office or at the office of its registered agent, if said office is different from the principal office. Such books and records shall include, but not be limited to, records of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors, a record of all actions taken by the shareholders or Board of Directors without meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors, and all of the records required by law.

Section 17.Interested Directors.

(a)No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, firm, association or entity in which one or more of its directors or officers are directors or officers, or in which any such person has a financial interest, shall be void or voidable because of such relationship or interest if (i) the material facts of the transaction and the officer’s or director’s interest were disclosed or known to the Board of Directors or a committee thereof and the Board of Directors or committee authorized, approved or ratified the transaction, or (ii) the material facts of the transaction and the officer’s or director’s interest therein were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction, or (iii) the transaction was fair to the Corporation.

(b)For purposes of this section, a transaction contemplated by this section is authorized, ratified or approved by the Board of Directors or a committee thereof when a majority of those Directors then holding office or then being members of the committee who have no direct or indirect interest in the transaction vote in favor thereof (regardless whether the interested officer or director is present at the meeting or votes in favor of the transaction), but no such transaction may be authorized, ratified or approved by a single director. A quorum shall be deemed to have been present at any meeting of the Board of Directors or a committee thereof which authorizes, ratifies or approves a transaction contemplated hereby in the manner prescribed herein.

(c)For purposes of this action, a transaction contemplated by this section is authorized, ratified or approved by the shareholders if it receives the affirmative vote of a majority of the shares entitled to be counted hereunder. Shares held by or under the control of a director or officer having an interest in the transaction and shares held by or under the control of an entity in which the officer or director has a material financial interest or of which he is an officer, director, general partner, managing member or trustee may not be counted in a vote of shareholders taken to authorize, ratify or approve a transaction contemplated hereby. A majority of the shares entitled to be counted for the purposes of this section, whether or not present, shall be deemed to constitute a quorum for the purpose of taking action under this section.

ARTICLE IV.

COMMITTEES

Section 1.Creation of Committees. Unless the articles of incorporation provide otherwise, the Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors.

Section 2.Selection of Members. The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the articles of incorporation to take such action.

Section 3.Required Procedures. The provisions of the law, the articles of incorporation and these By-Laws which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors, apply to committees and their members.

Section 4.Authority. Unless limited by law or the articles of incorporation, each committee may exercise those aspects of the authority of the Board of Directors which the Board of Directors confers upon such committee in the resolution creating the committee. Provided, however, a committee may not:

1. authorize distributions;

2. approve or propose to shareholders action which by statuterequires the approval by shareholders;

3. fill vacancies on the Board of Directors or on any of its committees;

4. amend the articles of incorporation pursuant to the authority of directors;

5. adopt, amend, or repeal By-Laws;

6. approve a plan of merger not requiring shareholder approval;

7. authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or

8. authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitation of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits specifically prescribed bythe Board of Directors.

Section 5.Compensation. Members of committees of the Board of Directors shall receive such compensation for their services as members of such committees as the Board of Directors shall from time to time determine.

Section 6.Standard of Conduct. Members of committees of the Board of Directors shall adhere to the same standards of conduct required of the Board of Directors by law, the articles of incorporation and these By-Laws.

ARTICLE V.

OFFICERS

Section 1.Number. The officers of the Corporation shall include a President, a Treasurer and a Secretary, and may include a Chairman of the Board and one or more Vice Presidents, and such other officers as the Board of Directors may from time to time deem appropriate. One person may hold the offices and perform the duties of more than one of said officers.

Section 2.Appointment and Term of Office. The officers of the Corporation shall be appointed by the Board of Directors for a term as determined by the Board of Directors for a term as determined by the Board of Directors. If no term is specified, then they shall hold office until the first meeting of the directors held after the next annual meeting of shareholders. If the appointment of officers shall not be made at such meeting, then such appointment shall be made as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified, until his death, or until he shall resign or shall have been removed in the manner provided in these By-Laws.

The designation of a specified term does not grant to the officer any contract rights, and the Board of Directors can remove the officer at any time prior to the termination of such term as hereinafter provided.

Section 3.Removal. Any officer may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interests of the Corporation will be served by such action.

Section 4.Resignations. Any officer may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time the notice is delivered or at such later date as specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.Vacancies. A vacancy in any office because of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for appointment to such office.

Section 6.The Chairman of the Board. The Chairman of the Board, if there shall be one, shall be appointed from among the Directors and shall, if present, preside at all meetings of the shareholders and the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors. He shall, in general, perform all duties incident to the office of Chairman of the Board, subject, however, to the direction and control of the Board of Directors, and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7.The President. The President shall be the chief executive and administrative officer of the Corporation and shall have general and active supervision and direction over the day-to-day business and affairs of the Corporation and over its several officers, subject, however, to the direction and control of the Board of Directors. At the request of the Chairman of the Board, or in case of his absence or inability to act, the President may act in his place. Except as otherwise authorized by the Board of Directors, the President shall sign or countersign all certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors, and shall deliver to the shareholders annual financial statements and such other statements required by law to be delivered to the shareholders and shall perform all such other duties as from time to time may be assigned to him by the Board of Directors.

Section 8.The Vice Presidents. If appointed, each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. At the request of the President, or in case of his absence or inability to act, the Vice President (if more than one, then in order of designation, and if no designation, then in order of appointment) may act in his place, and when so acting shall have all the powers and be subject to all the restrictions of the President.

Section The Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the shareholders and of the Board of Directors in books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; shall be the custodian of the records, stock certificate records and of the seal of the corporation and see that the seal is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; and in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President, including, but not limited to, authenticating the records of the Corporation when requested or required. In the absence of the Secretary, a secretary protempore may be chosen by the directors or shareholders, as appropriate, to perform the duties of the Secretary.

Section 10.Treasurer. The Treasurer shall be the financial officer of the Corporation; shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; and in general, shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or by the President.

Section 11.Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and the Assistant Treasurers, when authorized by the Board of Directors, may sign with the President or Vice-President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. In addition, the Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively or by the President or the Board of Directors.

Section 12.Salaries. The salaries of the Chairman of the Board, President, Vice President, Treasurer and Secretary and other officers shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE VI.

CONTRACTS, CHECKS, NOTES, ETC.

Section 1.Execution of Contracts. All contracts and agreements authorized by the Board of Directors, and all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by any one of the following officers: The Chairman of the Board, President, Vice President, Treasurer or Secretary. The Board of Directors may, however, authorize any two of said officers to sign checks, drafts and orders for the payment of money, and may designate officers and employees of the Corporation other than those named above, or different combinations of such officers and employees, who may, in the name of the Corporation, execute checks, drafts, and orders for the payment of money on its behalf.

Section 2.Loans. No loans shall be contracted on behalf of the Corporation and no negotiable paper shall be signed in its name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors so to do, any officer or agent of the Corporation thereunto authorized may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation and, when authorized so to do, may pledge, hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority may be general or confined to specific instances.

ARTICLE VII.

STOCK AND DISTRIBUTIONS

Section 1.Certificates of Stock. Every stockholder shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation. The certificates of stock shall be numbered and registered in consecutive order in which they are issued. In the margin thereof shall be entered the name of the person owning the shares therein represented with the number of shares and the date thereof. The certificates shall exhibit the name of the corporation and the state of incorporation, the holder’s name and the number of shares represented thereby. The certificate shall be signed by the President or Treasurer or Vice President and countersigned by the Secretary or Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. Such certificates shall be transferable on the stock books of the Corporation in person or by attorney, but, except as hereinafter provided in the case of loss, destruction of mutilation of certificates, no transfer of stock shall be entered until the previous certificate, if any, given for the same shall have been surrendered and canceled.

A record of shareholders giving the names and addresses of all shareholders, the number and class of the shares held by each, and the date of issue of each certificate shall be kept at the Corporation’s principal office.

The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these By-Laws, concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

Section 2.Lost, Destroyed or Mutilated Certificates. In case of loss, destruction or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, destruction or mutilation and upon satisfying such other requirements as the Board of Directors shall specify, including such provision for indemnity as may seem advisable to the Board of Directors.

Section 3.Distributions. The Board of Directors may authorize, and the Corporation may make, distributions (including dividends on its outstanding shares) in the manner and upon the terms and conditions provided by law and the Corporation’s articles of incorporation.

ARTICLE VIII.

SEAL

The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures indicating the year and state in which the Corporation was incorporated.

ARTICLE IX.

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE X.

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director by these By-Laws, the articles of incorporation or by law, a waiver of the notice in writing delivered to the Corporation for inclusion in the records of the Corporation, signed by the person or persons entitled to the notice, whether before or after the time state therein, shall be deemed equivalent to giving the notice.

ARTICLE XI.

INDEMNIFICATION

To the fullest extent now or hereafter permitted by law, the Corporation shall indemnify any individual made a party to a proceeding because he is or was a director or officer of the Corporation, against liability incurred in the proceeding.

ARTICLE XII.

PERSONAL LIABILITY OF OFFICERS AND DIRECTORS

To the fullest extent now or hereafter permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for any action or failure to take any action as a director or officer except for any claims or actions related to acts or omissions concerning professional liability or malpractice. This Article XII shall not eliminate or limit the liability of a director or officer for any act or omission occurring prior to the effective date of its adoption.

ARTICLE XIII.

AMENDMENTS

These By-laws may be amended or new By-laws adopted only by a vote of the stockholders who are the owners of record of eighty percent (80%) or more of the outstanding common stock of the Corporation.

ARTICLE XIV.

MISCELLANEOUS

All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

ARTICLE XV.

EFFECT OF THE ARTICLES OF INCORPORATION

AND THE NEW HAMPSHIRE BUSINESS CORPORATION ACT

To the extent not otherwise expressly varied by the terms of the Corporation’s Articles of Incorporation or these By-laws, the provisions of the New Hampshire Business Corporation Act as the same may from time to time be amended, shall govern all matters concerning the power, conduct and regulation of the business and affairs of the Corporation, its officers, directors and shareholders. All of the provisions of the Articles of Incorporation of the Corporation, as from time to time amended, shall be deemed incorporated into these By-laws by reference and in the event of any inconsistency between the provisions of the Corporation’s Articles of Incorporation and these By-laws, the terms of the Articles of Incorporation shall govern and the relevant provisions of these By-laws shall be deemed amended accordingly.

Approved and Adopted on

Secretary

EX-3.33

CERTIFICATE OF INCORPORATION

Of

AEROFLEX PROPERTIES CORP.

Under Section 402 of the Business Corporation Law

THE UNDERSIGNED, being over the age of eighteen years, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of New York, does hereby certify

FIRST.The name of the corporation is

AEROFLEX PROPERTIES CORP.

SECOND.The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body.

The corporation, in addition to and in furtherance of the corporate purposes above set forth, shall have the powers enumerated in Section 202 of the Business Corporation Law or any statute of the State of New York.

THIRD.The office of the corporation is to be located in the County of Nassau, State of New York.

FOURTH.The aggregate number of shares which the corporation shall have the authority to issue is TWO HUNDRED (200) shares, without par value.

FIFTH.The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation is: c/o Aeroflex Incorporated, 35 South Service Road, Plainview, New York 11803.

IN WITNESS WHEREOF, this certificate has been subscribed this 22nd day of July, 1998, by the undersigned, who affirms that the statements made herein are true under penalties of perjury.

/s/ Karen Mohan

Karen Mohan

Sole Incorporator

100 Jericho Quadrangle

Jericho, New York 11753

EX-3.34

AEROFLEX PROPERTIES CORP.

(a New York corporation)

BY-LAWS

ARTICLE I

OFFICES

SECTION 1.Name. The legal name of this corporation (the "Corporation") is Aeroflex Properties Corp.

SECTION 2.Offices. The Corporation shall have its principal office in the State of New York. The Corporation may have offices in such other places within and without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1.Annual Meetings. An annual meeting of the shareholders shall be held on such date in each calendar year as fixed by the Board of Directors (or by any officer so designated by the Board) and the shareholders shall then elect a Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 2.Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, and shall be called by the Board of Directors on the written request of the holders of record of at least 50% of the shares of the stock then issued and outstanding and entitled to vote. The time of such special meeting shall be fixed by the Board of Directors and shall be stated in the notice of the special meeting, provided that the time so fixed shall permit the giving of notice as provided in Section 5 of this Article II, unless such notice is waived as provided by law. Such request shall state the purposes of the proposed meeting.

SECTION 3.List of Shareholders. The officer who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, with the address, and the number of shares registered in the name, of each such shareholder. Such list shall be open to the examination of any shareholder for ten days prior to the meeting at the principal offices of the Corporation and shall be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any shareholder who may be present.

SECTION 4.Place of Meetings. Meetings of the shareholders shall be held at such place, within or without the State of New York, as may be fixed from time to time by the Board of Directors.

SECTION 5.Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the shareholders, whether annual or special, shall be in writing and be given by the President or Secretary of the Corporation. Such notice shall state the place, date and hour of the meeting, and, in case of a special meeting, the purpose(s) for which the meeting is called. Unless otherwise provided by law, a copy of such notice shall be served personally or by telex, cable, facsimile transmission, nationally recognized overnight courier service or regular, postage prepaid, mail on each shareholder of record entitled to vote at such meeting not less than ten nor more than 60 days before such meeting. If such notice is delivered other than by personal delivery, such notice shall be directed to each such shareholder at such shareholder=s address as it appears on the stock book of the Corporation unless such shareholder shall have filed with the Secretary a written request that notices intended for such shareholder be mailed to some other address, in which case it shall be mailed to the address designated in such request. Meetings may be held without notice if all of the shareholders entitled to vote thereat are present in person or by proxy, or if notice thereof is waived by all such shareholders not present in person or by proxy, before or after the meeting. If a meeting is adjourned to another time, not more than 30 days hence, or to another place, and if an announcement of the adjourned time and place is made at the meeting, whether or not a quorum is present thereat, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fix a new record date for the adjourned meeting. Notice of the annual and each special meeting of the shareholders shall indicate that it is being issued by or at the direction of the person or persons calling the meeting, and shall state the name and capacity of each such person.

SECTION 6.Chairman and Secretary. Each meeting of the shareholders shall be presided over by such person as may be designated from time to time by the Board of Directors or, in the absence of such person or if there shall be no such designation, by a chairman to be chosen at the meeting. The Secretary of the Corporation shall act as secretary of each meeting of the shareholders or, if he or she shall not be present, such person as may be designated by the Board of Directors shall act as such secretary or, in the absence of such person or if there shall be no such designation, a secretary shall be chosen at the meeting.

SECTION 7.Inspectors of Election. At each meeting of shareholders at which an election of Directors is to be held, the chairman of the meeting may appoint up to two persons, who need not be shareholders, to act as inspector(s) of election at such meeting. The inspector(s) so appointed, before entering on the discharge of their duties, shall take and subscribe an oath or affirmation faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of their ability, and thereupon the inspectors shall take charge of the polls and after the balloting shall canvas the votes and make a certificate of the results of the vote taken. No Director or candidate for the office of Director shall be appointed an inspector.

SECTION 8.Voting. At each meeting of the shareholders, each shareholder entitled to vote at such meeting shall be entitled to one vote for each share of stock standing in such shareholder=s name on the books of the Corporation, and may vote either in person or by proxy, but no proxy shall be voted after eleven months from its date unless such proxy provides for a longer period. Every proxy must be executed in writing by the shareholder or such shareholder=s duly authorized attorney. Each proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided in Section 609 of the New York Business Corporation Law.

At each meeting of the shareholders, if there shall be a quorum, the affirmative vote of the holders of a majority of the shares of stock present in person or by proxy, and entitled to vote thereat, shall decide all matters brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws.

SECTION 9.Quorum. At all meetings of the shareholders, the presence, in person or by proxy, of the holders of record of a majority of the shares of stock issued and outstanding, and entitled to vote thereat, shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the absence of a quorum, any officer entitled to preside at or act as secretary of such meeting, without notice other than by announcement at the meeting, may adjourn the meeting from time to time for a period of not more than 30 days at any one time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted that might have been transacted at the meeting as originally called.

SECTION 10.Written Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of shareholders may be taken, without a meeting, without prior notice and without a vote, if a written consent setting forth the action so taken shall be signed by the holders of all outstanding stock entitled to vote thereon. Such written consent shall be filed in the minute book of the Corporation.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, which may, subject to the provisions of applicable law, by resolution passed by a majority of the whole Board, delegate its powers to any member or committee of the Board of Directors. In addition to the powers and authority expressly conferred on it by these By-Laws, the Board of Directors may exercise all such powers of the Corporation, and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the shareholders.

SECTION 2.Number, Election, Term of Office and Qualifications. The number of Directors of the Corporation shall be no less than one and no more than nine. Except as provided in Sections 4 and 5 of this Article III, the Directors shall be elected at the annual meeting of the shareholders. All elections of Directors shall be by a plurality of the votes cast. Except as provided by law, each Director shall continue in office until the annual meeting of the shareholders held next after his or her election and until his or her successor shall have been elected and shall qualify, or until his or her earlier death, resignation or removal in the manner provided in Sections 3 and 4 of this Article III. No Director need be a shareholder.

SECTION 3.Resignation. Any Director may resign at any time by giving written notice to the President or the Secretary. Unless otherwise specified therein such resignation shall take effect on receipt thereof.

SECTION 4.Removals of Directors by the Shareholders. Any director may be removed at any time, either with or without cause, by the affirmative vote of the holders of record of the majority of shares of stock issued and outstanding and entitled to vote at the annual meeting of shareholders or at a special meeting of shareholders called for that purpose. Any vacancy on the Board of Directors resulting from any such removal may be filled at such meeting of the shareholders in the manner provided in Section 2 of this Article III, provided that in the event that the shareholders do not fill such vacancy at such annual meeting, such vacancy may be filled in the manner provided in Section 5 of this Article III.

SECTION 5.Vacancies. If any vacancy shall occur in the Board of Directors by reason of death, resignation, removal or otherwise, such vacancy may be filled, subject to the provisions of Section 4 of this Article III, by the affirmative vote of the holders of record of a majority of the shares of stock issued and outstanding and entitled to vote at the next meeting of the shareholders or by the vote of a majority of Directors then in office, whether or not such Directors constitute a quorum, or by a sole remaining Director. Any Director so elected to fill a vacancy may be removed in the manner provided by law and these By-Laws.

In the event that the resignation of any Director shall specify that it shall take effect at a future date, the vacancy resulting from such resignation may be filled in the same manner as provided in this Section 5.

SECTION 6.Annual and Regular Meetings. As soon as practicable after the annual meeting of the shareholders in each year, an annual meeting of the Board of Directors may be held for the appointment of officers and for the transaction of such other business as may properly come before the meeting. Annual and regular meetings of the Board of Directors may be held at such times and places (within or without the State of New York) as the Board may from time to time determine by resolution duly adopted at any meeting of the Board. No notice of any annual or regular meeting of the Board of Directors need be given.

SECTION 7.Special Meetings. A special meeting of the Board of Directors may be called at any time by the President or a majority of Directors then in office, and shall be held at such time and place (within or without the State of New York) as may be fixed by the President or such Directors, as the case may be, provided that the time so fixed shall permit the giving of notice as provided in Section 8 of this Article III.

SECTION 8.Notice of Special Meetings. Notice of the time and place of each special meeting of the Board of Directors shall be sent to each Director by mail, telex, facsimile transmission or nationally recognized overnight courier service, addressed to the Director at his or her address as it appears on the records of the Corporation, or delivered to the Director personally, at least two days before the day on which the meeting is to be held. Such notice shall state the purposes of the special meeting.

SECTION 9.Quorum. At all meetings of the Board of Directors, the presence in person of a majority of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the act of a majority of Directors present at such meeting shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present, or, if no Director is present, any officer entitled to preside at or act as secretary of such meeting, without notice other than by announcement at the meeting, may adjourn the meeting from time to time, for a period of not more than 30 days at any one time.

SECTION 10.Regulations. The Board of Directors may adopt such rules and regulations for the conduct of its meetings and for the management of the property, affairs and business of the Corporation as it may deem proper, not inconsistent with law, the Certificate of Incorporation or these By-Laws.

SECTION 11.Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, for attendance at each meeting of the Board or of any committee designated by the Board and may be paid a fixed sum for attendance at such meetings, or a stated salary as Director, or both. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore; provided, however, that Directors who are also salaried officers shall not receive fees or salaries as Directors.

SECTION 12.Participation in a Meeting by Conference Telephone. Any member of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting within the meaning of Section 9 of this Article III, or for any other purpose.

SECTION 13.Written Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto shall be signed by each and every member of the Board or of such committee, as the case may be, then in office. All such written consents shall be filed with the minutes of proceedings of the Board or committee.

ARTICLE IV

EXECUTIVE AND OTHER COMMITTEES

SECTION 1.Designation, Term of Office and Qualifications. The Board of Directors may in its discretion, by resolution adopted at any meeting, by a majority of the whole Board, designate an Executive Committee consisting of one or more Directors. Each member of the Executive Committee must be a Director and shall forthwith cease to be a member of such Committee if he or she shall cease to be a Director. Each member of the Executive Committee shall continue in office until he or she shall cease to be a Director, or until his or her death, resignation or removal, or until the dissolution of the Executive Committee, in the manner provided in Section 3 of this Article IV.

SECTION 2.Powers. Except as may be provided by law or the resolution of designation, the Executive Committee, if designated, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, expressly including the power to declare a dividend and including, without limitation, all powers expressly conferred on the Board of Directors by these By-Laws, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have power to authorize the issuance of stock, to amend the Certificate of Incorporation, to make, alter or repeal these By-Laws, to adopt an agreement of merger or consolidation, to recommend to the shareholders the sale, lease or exchange of all, or substantially all, of the Corporation's property and assets, or to recommend to the shareholders a dissolution of the Corporation or a revocation of such a dissolution.

SECTION 3.Resignation, Removal or Dissolution. Any member of the Executive Committee may resign at any time by giving written notice to the President or Secretary or the Board of Directors of the Corporation. Unless otherwise specified therein, such resignation shall take effect on receipt thereof. Any member of the Executive Committee may be removed at any time, either with or without cause, by a majority vote of the Directors then in office, given at any meeting of the Board of Directors. The Board of Directors may, by a resolution duly adopted at any meeting by a majority of the whole Board then in office, dissolve the Executive Committee.

SECTION 4.Vacancies. If any vacancy shall occur in the Executive Committee by reason of death, resignation or otherwise, such vacancy may be filled at any meeting of the Board of Directors in the manner provided in Section 1 of this Article IV.

SECTION 5.Meetings. The Executive Committee may provide for the holding of regular meetings at such times and places (within or without the State of New York) as it may from time to time determine by resolution duly adopted at any meeting of the Executive Committee. No notice of any such meeting need be given. A special meeting of the Executive Committee may be called at any time by the President or a majority of Committee members then in office. Notice of the time and place (within or without the State of New York) of each special meeting shall be sent to each member of the Executive Committee by regular, postage prepaid, mail, telex, facsimile transmission or nationally recognized overnight courier service addressed to the member at his or her address as it appears on the records of the Corporation, or delivered to him or her personally, at least two days before the day on which the meeting is to be held. Such notice shall state the purpose of the meeting. Any member of the Executive Committee may participate in a meeting of the Executive Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting within the meaning of Section 6 of this Article IV, or for any other purpose. The Executive Committee shall keep minutes of its proceedings and shall report the same to the meeting of the Board of Directors held next after such proceedings are taken. The Executive Committee may adopt such rules and regulations for the conduct of its meetings as it may deem proper, not inconsistent with law, the Certificate of Incorporation or these By-Laws.

SECTION 6.Quorum. At all meetings of the Executive Committee the presence in person of a majority of the membership of the entire Executive Committee then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the act of majority of the members of the entire Executive Committee at such meeting shall be the act of the Executive Committee. In the absence of a quorum, a majority of the members present, may adjourn the meeting from time to time, for a period of not more than thirty days at any one time, until a quorum shall be present.

SECTION 7.Other Committees. The Board of Directors may in its discretion, by resolution adopted at any meeting by a majority of the whole Board, designate such other committees as it may deem advisable. Each such committee shall consist of such number of Directors as may be so designated, and shall have and may exercise such powers, and shall perform such duties, as may be delegated to it by resolution of the Board of Directors. The Board of Directors shall have power at any time to remove any member of any such committee, with or without cause, and to fill vacancies in and to dissolve any such committee. The provisions of Sections 3, 4, 5 and 6 of this Section IV shall be applicable to all such other committees.

SECTION 8.Temporary Committee Members. In the absence or disqualification of any member of any committee created pursuant to this Article, the member or members thereof present at the meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any disqualified member.

ARTICLE V

NOTICES

SECTION 1.Written Waiver of Notice. Whenever any notice is required to be given by law, by the Certificate of Incorporation or by these By-Laws, a waiver thereof by the person or persons entitled to such notice given before or after the time stated therein, in writing, shall be deemed equivalent to such notice.

SECTION 2.Waiver by Attendance at Meeting. Attendance of a person at any meeting, whether of shareholders (in person or by proxy) or Directors, shall constitute a waiver of notice of such meeting by such person, except when such person attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not legally called or convened.

ARTICLE VI

OFFICERS

SECTION 1.Number.The officers of the Corporation shall be a Chairman of the Board, a President, such number of Vice Presidents as the Board of Directors may determine, a Secretary and a Treasurer. Other officers may be appointed in accordance with the provisions of Section 2 of this Article VI. Any two or more offices may be held by the same person unless otherwise prohibited by law.

SECTION 2.Selection, Term of Office and Qualification.

(a)The Chairman of the Board, President, Secretary and Treasurer of the Corporation shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board of Directors and until their successors are chosen and shall qualify in their stead. Such officers may have and perform the powers and duties usually pertaining to their respective offices, the powers and duties respectively prescribed by law and by these By-Laws, and such additional powers and duties as may, from time to time, be prescribed by the Board of Directors. The same person may hold any two or more offices.

(b)Other officers, including, without limitation, one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers, shall be chosen in such manner, hold office for such period, have such authority, perform such duties and be subject to removal as may be determined by the Board of Directors. The Board of Directors may delegate to any officer or officers the power to appoint any such other officers, to fix their respective terms of office, prescribe their respective authorities and duties, remove them and fill vacancies in any such offices.

(c)No officer need be a Director or a shareholder of the Corporation.

SECTION 3.Resignation. Any officer may resign at any time, unless otherwise provided in any contract with the Corporation, by giving written notice to the President or the Secretary of the Corporation or to the Board of Directors. Unless otherwise specified therein, such resignation shall take effect on receipt thereof.

SECTION 4.Removal. Any officer may be removed at any time, either with or without cause, by the affirmative vote of a majority of the Directors then in office.

SECTION 5.Vacancies. If a vacancy shall occur, by reason of death, disqualification, resignation, removal or otherwise, in any office required by Section 2 of this Article VI to be appointed by the Board of Directors, such vacancy may be filled for the unexpired portion of the term by the Board of Directors. A vacancy in any other office shall be filled in such manner as may be determined by the Board of Directors.

SECTION 6.President. The President shall be, unless otherwise designated by the Board of Directors, the chief executive and operating officer of the Corporation and, subject to the control of the Board of Directors, shall exercise general supervision over the property, affairs and business of the Corporation and shall authorize the other officers of the Corporation to exercise such powers as he or she, in his/her discretion, may deem to be in the best interests of the Corporation. In general, the President shall perform all duties incident to the office of president of a corporation and shall have such other duties as the Board of Directors may from time to time prescribe.

SECTION 7.Secretary.

(a)The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, or by the President, under whose supervision he or she shall be. The Secretary shall keep or cause to be kept in safe custody the corporate seal, stock certificate books and all Board of Directors and shareholder records of the Corporation. The Secretary, or any Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it; and, when so affixed, it may be attested by the signature of the Secretary or such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the fixing by his or her signature.

(b)The Assistant Secretary or Assistant Secretaries, if any, shall, in the absence or disability of the Secretary, or at the Secretary's request, perform the Secretary's duties and exercise his or her powers and authority, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

SECTION 8.Treasurer.

(a)The Treasurer shall be, unless otherwise designated by the Board of Directors, the chief financial officer of the Corporation.

(b)The Treasurer shall have the custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

(c)The Treasurer shall disburse the funds of the Corporation as may be prescribed by the Board of Directors or President of the Corporation, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all of his or her transactions as Treasurer and a report of the financial condition of the Corporation.

(d)The Assistant Treasurer or Assistant Treasurers, if any, shall, in the absence or disability of the Treasurer, or at the Treasurer's request, perform the Treasurer's duties and exercise his or her powers and authority, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

SECTION 9.Surety Bonds. In the event that the Board of Directors or President of the Corporation shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors or the President may direct, conditioned on the faithful performance of such officer's or agent's duties to the Corporation.

ARTICLE VII

EXECUTION OF INSTRUMENTS

SECTION 1.Execution of Instruments. All agreements, deeds, contracts, proxies, leases, covenants, bonds, checks, drafts, bills of exchange, notes, acceptances and endorsements, and all evidences of indebtedness and other documents, instruments or writings of any nature whatsoever, shall be signed by such officers, agents or employees of the Corporation, or any one of them, and in such manner, as from time to time may be determined (either generally or in specific instances) by the Board of Directors or by such officer or officers to whom the Board of Directors may delegate the power so to determine.

SECTION 2.Proxies. Subject to such limitations as the Board of Directors may from time to time prescribe, any officer of the Corporation shall have full power and authority on behalf of the Corporation to attend, act and vote at, and waive notice of, any meeting of shareholders of any corporation, the shares of stock of which are owned by or stand in the name of the Corporation, and to execute and deliver proxies and actions in writing for the voting of any such

shares, and at any such meeting or by action in writing may exercise on behalf of Corporation any and all rights and powers incident to the ownership of such shares.

ARTICLE VII

CERTIFICATES OF STOCK

All certificates representing shares of the capital stock of the Corporation shall be in such form as the Board of Directors may from time to time adopt, provided they are not inconsistent with the Certificate of Incorporation, these By-Laws or the laws of the State of New York, and shall set forth thereon the statements prescribed by Section 508, and where applicable, by Sections 505, 616, 620, 709 and 1002 of the Business Corporation Law. Such certificates shall be signed by the President or a Vice-President and by the Secretary or Treasurer and shall bear the seal of the Corporation and shall not be valid unless so signed and sealed. Certificates countersigned by a duly appointed transfer agent and/or registered by a duly appointed registrar shall be deemed to be so signed and sealed whether the signatures be manual or facsimile signatures and whether the seal be a facsimile seal or any other form of seal. All certificates shall be consecutively numbered and the name of the person owning the shares represented thereby, the shareholder's address, the number of shares represented thereby and the date of issue shall be entered on the certificate and in the Corporation's books. All certificates surrendered shall be canceled and no new certificate issued until the former certificates for the same number of shares shall have been surrendered and canceled, except as provided for in these By-Laws. In case any officer who shall have signed, or whose facsimile signature shall have been affixed to, any such certificate shall cease to be such officer of the Corporation before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed such certificate had not ceased to be such officer; and such issuance and delivery shall constitute adoption of such certificate by the Corporation. Any restriction on the transfer or registration of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

ARTICLE IX

CAPITAL STOCK

SECTION 1.Certificates of Stock. There shall be entered on the stock books of the Corporation the number of each certificate issued, the number of shares represented thereby, the name of the person to whom such certificate was issued and the date of issuance thereof.

SECTION 2.Transfer of Stock.

(a)The original stock ledger of the Corporation shall contain the names, alphabetically arranged, and addresses of all persons who are shareholders of the Corporation and the number of shares of stock held by them respectively. Transfers of shares of the stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by his, her or its attorney thereunto duly authorized by a power of attorney executed in writing and filed with the Secretary, upon the surrender of the certificate or certificates for such shares properly endorsed, with such evidence of the authenticity of such transfer, authorization and other matters as the Corporation or its agents may reasonably require, and accompanied by all necessary federal and state stock transfer stamps.

(b)The Board of Directors may appoint one or more suitable banks and/or trust companies as transfer agents and/or registrars of transfers, for facilitating transfers of any class or series of stock of the Corporation by the holders thereof under such regulations as the Board of Directors may from time to time prescribed. Upon such appointment being made, all certificates of stock of such class or series thereafter issued shall be countersigned by one of such transfer agents and/or one of such registrars of transfers, and shall not be valid unless so countersigned.

SECTION 3.Lost, Stolen or Destroyed Certificates. A certificate for shares of the stock of the Corporation may be issued in place of any certificate lost, stolen or destroyed, but only upon delivery to the Corporation, if the Board of Directors so requires, of a bond of indemnity, in form and amount and with one or more sureties satisfactory to the Board, and such evidence of loss, theft or destruction as the Board may require.

SECTION 4.Record Date. In lieu of closing the stock transfer books of the Corporation in the manner provided by law, the Board of Directors may fix in advance a date, not more than 60 days nor less than ten days preceding the date of any meeting of shareholders and not more than sixty days preceding the date of any other action by the Corporation as record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and, in such case, such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

SECTION 5.Dividends and Reserves. Dividends shall be declared and paid at such times as the Board of Directors may determine; provided that no dividends shall be paid or declared contrary to applicable provisions of law or of the Certificate of Incorporation. The Board of Directors may, from time to time, set aside out of any funds of the Corporation available for dividends such sum or sums as the Board, in its discretion, may deem proper as a reserve fund for working capital, or to meet contingencies, or for equalizing dividends, or for the purpose of repairing, maintaining or increasing the property or business of the Corporation, or for any other purpose that the Board may deem to be in the best interests of the Corporation. The Board of Directors may, in its discretion, modify or abolish any such reserve at any time.

SECTION 6.Record Ownership. The Corporation shall be entitled to recognize the exclusive right of a person registered as such on the books of the Corporation as the owner of shares of the Corporation's stock to receive dividends and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE X

BOOKS, ACCOUNTS AND OTHER RECORDS

Except as otherwise provided by law, the books, accounts and other records of the Corporation shall be kept at such place or places (within or without the State of New York) as the Board of Directors or President of the Corporation may from time to time designate.

ARTICLE XI

CORPORATE SEAL

The corporate seal of the Corporation shall be circular and shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, New York." In all cases in which the corporate seal is duly authorized to be used, it may be used by causing it or a facsimile of it to be impressed, affixed, engraved or printed.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE XIII

INDEMNIFICATION

To the full extent permitted by the law, the Corporation shall indemnify and reimburse each person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or his or her testator or intestate, is or was a director, officer, employee or agent of the Corporation or served any other corporation or business venture of any type or kind, domestic or foreign, in any capacity at the request of the Corporation.

ARTICLE XIV

AMENDMENTS

The By-Laws of the Corporation may be made, altered or repealed at any meeting of the Board of Directors by the affirmative vote of at least a majority of Directors then in office or at any meeting of the shareholders by the affirmative vote of the holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat; provided that notice of the general nature of the proposed change in the By-Laws shall have been given in the notice of any such meeting of the shareholders.

EX-3.35

CERTIFICATE OF INCORPORATION

of the

COMAR PRODUCTS INC

This is to certify, That we, Edwin Markoski, Marguerite G. Siersma, and Sara Elizabeth Adam, do hereby associate ourselves into a corporation, under and by virtue of Title 14 of the Revised Statutes, and do severally agree to take the number of shares of capital stock set opposite our respective names.

(a) The name of the corporation is- COMAR PRODUCTS, INC.

(b) The location of the principal office in this State is Gurnee Lane, in the Borough of Butler, County of Morris and State of New Jersey.

(c) The name of the agent therein and in charge thereof, upon whom process against this corporation may be served is Edwin Markoski.

(d) The objects for which this corporation is formed are:

To manufacture, cause to be manufactured, construct, buy, sell, license, lease, deal in and deal with machinery of every kind and description, and articles of every nature in connection therewith.

To acquire, hold, possess and own letters patent of the United States and of any foreign country now or hereafter issued or to acquire licenses under such patents for the manufacture and sale of machinery or improvements thereon or articles of any nature and beneficially to use rights under such patents by vending the said patents or rights and licenses thereunder.

To manufacture as herein specified, either directly or indirectly, or by contract with other corporations or with individuals, and to carry on a general manufacturing wholesale and retail merchandise business.

To buy used machinery and equipment of every kind and description and to recondition or rebuild such used articles of machinery and equipment by the use of the facilities of this corporation or by the use of the plants and equipment of others.

To sell reconditioned and rebuilt machinery and equipment of every kind and description, at wholesale and retail.

This corporation shall also have power to conduct its business in all its branches, have one or more offices, and unlimitedly to hold, purchase, mortgage, lease and convey real and personal property in any State, Territory or Colony of the United States of America, or any foreign Country or place.

(e) The total authorized capital stock of this corporation is Fifty Thousand Dollars ($50,000) dividend into Five hundred shares of a par Value of One Hundred ($100) Dollars, each.

(f) The names and post-office address of the incorporators and the number of shares subscribed for by each, the aggregate of which Seventy five Hundred ($7,500) Dollars, is the amount of capital stock with which this corporation will commence business, are as follows:

NAME	Post-Office Address	No. Shs
Edwin Markoski	Echo Lake Road, West Milford, NJ	25
Sara Elizabeth Adam	23 Concord Avenue, Glen Rock, NJ	25
Marguerite G. Siersma	531 Doremus Avenue, Glen Rock, NJ	25

(g) The period of existence of this corporation is unlimited.

IN WITNESS WHEREOF, we have hereunto set our hands and seals the 22^nd day of July A.D. 1946.

/s/ Edwin Markoski

Edwin Markoski

/s/ Sara Elizabeth Adam

Sara Elizabeth Adam

/s/ Marguerite G. Siersma

Marguerite G. Siersma

Signed, sealed and delivered in

presence of

/s/ Philip C. Wadsworth

Philip C. Wadsworth

State of New Jersey	)
	) ss
County of Bergen	)

BE IT REMEBERED, That on this 22^nd day of July, A.D. 1946, Before me, an Attorney-at-Law of New Jersey, personally appeared, Edwin Markoski, Sara Elizabeth Adam and Marguerite G. Siersma, who I am satisfied are the persons named in and who executed the foregoing certificate, and I having first made known to them the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed for the uses and purposes therein expressed.

Philip C. Wadsworth

/s/ Philip C. Wadsworth

Attorney-at-Law of New Jersey

EX-3.36

BY-LAWS

of

ARTICLE I- OFFICES

The registered office of the corporation shall be

The registered agent at said office is

The corporation may also have offices at such other places within or without the State of New Jersey as the board may from time to time determine or the business of the corporation may require.

ARTICLE II- SHAREHOLDERS

1. PLACE OF MEETINGS.

Meeting of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New Jersey as the board shall authorize.

2. ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the ___________ day of ___________ at ______________ M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may be properly come before the meeting.

3. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of the time, place and purpose or purposes of every meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting, either per sonally or by mail, to each shareholder of record entitled to vote at the meeting.

When a meeting is adjourned to another time or place, it shall not be necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such busi ness is transacted as might have been transacted at the original meeting. However, if after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice.

5. WAIVER OF NOTICE OR OF LAPSE OF TIME.

(a) Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether be fore or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

(b) Whenever shareholders are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without such lapse if such requirement is waived in writing, in person or by proxy, before or after the taking of such action, by every shareholder entitled to vote thereon as at the date of the taking of such action.

6. ACTION BY SHAREHOLDERS WITHOUT A MEETING.

Any action required or permitted to be taken at a meeting of shareholders by statute, the certificate of incorporation, or by-laws, other than the annual election of directors, may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all share holders entitled to vote thereon were present and voting. The written consents of the shareholders consenting thereto shall be filed with the minutes of proceedings of shareholders.

7. QUORUM OF SHAREHOLDERS.

(a) Unless otherwise provided in the certificate of incorporation, the holders of shares entitled to cast a majority of the votes at a meeting shall constitute a quorum at such meeting. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn.

(b) Whenever the holders of any class or series of shares are entitled to vote separately on a specified item of business, the provisions of paragraph (a) shall apply in determining the presence of a quorum of such class or series for the transaction of such specified item of business.

8. ORDER OF BUSINESS.

The order of business at all meetings of the shareholders shall be as follows:

(a) Roll Call.

(b) Proof of notice of meeting or waiver of notice.

(c) Reading of minutes of preceding meeting.

(d) Reports of offices.

(e) Reports of committees.

(f) Election of inspectors of election.

(g) Election of directors.

(h) Unfinished business.

(i) New business.

ARTICLE III- DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age.

2. NUMBER OF DIRECTORS.

The number of directors shall be

3. TERM OF DIRECTORS.

The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, except as other wise required by the certificate of incorporation or the by-laws in the case of classification of directors. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. A director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.

4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

(a) Any directorship not filled at the annual meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the board, or by a sole remain ing director. A director so elected by the board shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

(b) When one or more directors shall resign from the board effective at a future date, a majority of the directors then in office including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the fill ing of other vacancies.

(c) Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose, unless the certificate of incorporation or a by-law adopted by the shareholders authorizes the board to fill such directorship. A director elected by the board to fill any such directorship shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

(d) If by reason of death, resignation or other cause the corporation has no directors in office, any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders for the election of directors and, over his own signature, shall give notice of said meeting in ac cordance with the by-laws.

5. REMOVAL OF DIRECTORS.

One or more or all the directors of a corporation may be removed for cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors.

6. QUORUM OF BOARD OF DIRECTORS AND COMMITTEES; ACTION OF DIRECTORS WITHOUT A MEETING.

A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate of incorporation shall prove that a greater or lesser number shall constitute a quorum, which in no case shall be less than the greater of two persons or one-third of the entire board or committee, except that when a board of one director is authorized one director shall constitute a quorum. Any action re quired or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof, may be taken with out a meeting if, prior or subsequent to such action, all members of the board or of such committee, as the case may be, consent thereto in writing and such written consents are filed with the minutes of the proceedings of the board or committee. Such consent shall have the same effect as a unanimous vote of the board or com mittee for all purposes.

7. PLACE OF BOARD MEETINGS.

Meetings of the board may be held either within or without the State of New Jersey.

8. REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

9. NOTICE OF MEETINGS OF THE BOARD; ADJOURNMENT.

(a) Regular meetings of the board may be held with or without notice. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days' notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two direc tors. Notice of any meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting. The attendance of any director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjourn ment.

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

10. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

11. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV- OFFICERS

1. OFFICES, ELECTION, TERM, SALARIES, SECURITY.

(a) The officers of the corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice-presidents, and such other officers as the board may determine. The officers shall be elected or appointed by the board.

(b) Any two or more offices may be held by the same person.

(c) Any officer elected or appointed as herein provided shall hold office until the next regular meeting of the board following the annual meeting of shareholders or until a successor is elected or appointed and has qualified subject to earlier termination by removal or resignation.

(d) All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the by-laws, or as may be determined by resolution of the board not inconsistent with the by-laws.

(e) The salaries of all officers shall be fixed by the board.

(f) In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, condi tioned upon the faithful performance of his duties to the corpo ration and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

2. DELEGATION OF DUTIES.

In case of the absence of any officer of the corporation, or for any other reason that may seem sufficient to the board, the directors may, by a majority vote of the board, delegate the powers and duties of such officer, for the time being, to any other officer, or to any director.

3. REMOVAL AND RESIGNATION OF OFFICERS; FILLING OF VACANCIES.

(a) Any officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders but his authority to act as an officer may be suspended by the board for cause.

(b) An officer may resign by written notice to the corpo ration. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be speci fied in the notice of resignation.

(c) Any vacancy occurring among the officers, however caused may be filled by election or appointment by the board for the unexpired term.

4. PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

5. VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice president shall have all the powers and function of the president. Each vice-president shall perform such other duties as the board shall prescribe.

6. SECRETARY.

The secretary shall: attend all meeting of the board and of the shareholders; record all votes and minutes of all proceed ings in a book to be kept for that purpose; give or cause to be given notice of all meetings of shareholders and of the special meeting of the board; keep in safe custody the seal of the corpora tion and affix it to any instrument when authorized by the board; when required, prepare a list of shareholders or cause to be pre pared and available at each meeting of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each; keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner; and perform such other duties as may be prescribed by the board.

7. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so de signated by the secretary or by the board, shall have all the powers and functions of the secretary.

8. TREASURER.

The treasurer shall: have the custody of the corporate funds and securities; keep full and accurate accounts and receipts and disbursements in the corporate books; deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board; disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements; render to the president and the board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation; render a full financial report at the annual meeting of the shareholders if so requested; be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation; and perform such other duties as are given to him by the by-laws or as from time to time are assigned to him by the board or the president.

9. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

ARTICLE V- CERTIFICATES FOR SHARES AND DIVIDENDS

1. CERTIFICATES REPRESENTING SHARES.

The shares of the corporation shall be represented by certificates signed by, or in the name of the corporation by, the chairman or vice-chairman of the board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation and shall be sealed with the seal of the corporation or a facsimile thereof.

2. LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificate theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3. TRANSFER OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by New Jersey statutes.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more then ten days during the thirty-day period immediately preceding (a) any shareholders’ meeting, or (b) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (c) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (a) receiving notice of or voting at such meeting, or (b) allowing them to take appropriate action, or (c) entitling them to receive any dividend or other form or distribution.

5. DIVIDENDS.

(a) Subject to the provisions of the certificate of incorporation and to applicable law, the corporation may, from time to time, by action of its board, declare and pay dividends or make other distribution on its outstanding shares in cash or in its own shares or in its bonds or other property, including the shares or bonds or other corporations, except when the corporation is insolvent or would thereby be made insolvent.

(b) Dividends may be declared or paid and other distributions may be made out of surplus only, except as otherwise provided by statute.

ARTICLE VI- CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New Jersey.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VII- FISCAL YEAR

The fiscal year shall begin the first day of _____________ in each year.

ARTICLE VIII- BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon.

(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

EX-3.37

CERTIFICATE OF INCORPORATION

OF

AEROFLEX INTERNATIONAL, INC.

* * * * *

1.The name of the corporation is AEROFLEX INTERNATIONAL INC.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is:

To manufacture, produce, assemble, fabricate, import, lease, purchase or otherwise acquire, invest in, own hold, use, license the use of, install, handle, maintain, service, repair, sell, pledge, mortgage, exchange, export, distribute, lease, assign, dispose of, trade, and deal in and with, electronic, electrical, electro-mechanical, tele-communication, communication, microwave telephone, radio, sonar, radar and television devices, equipment, components, supplies, parts, apparatus, appliances, tools, machinery and equipment of all kinds.

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of Common stock which the corporation shall have authority to issue is two hundred (200); all of such shares shall be without par value.

5.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
S. S. Simpson	100 West Tenth Street
	Wilmington, Delaware 19801
M. A. Ferrucci	100 West Tenth Street
	Wilmington, Delaware 19801
R. F. Andrews	100 West Tenth Street
	Wilmington, Delaware 19801

6.The corporation is to have perpetual existence.

7.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8.Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 21^st day of December, 1977.

/s/ S.S. Simpson

S. S. Simpson

/s/ M. A. Ferrucci

M.A. Ferrucci

/s/ R. F. Andrews

R. F. Andrews

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPROATION

OF

AEROFLEX INTERNATIONAL, INC.

* * * * *

AEROFLEX INTERNATIONAL INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of AEROFLEX INTERNATIONAL INC., resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation, for consideration thereof.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the Annual Meeting of Stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the following amendment;

RESOLVED, that the Certificate if Incorporation of this corporation be amended by changing paragraph “4” so that, as amended, said paragraph shall be and read as follows:

“4. The total number of shares of stock which the corporation shall  have authority to issue is FOUR HUNDRED (400) shares, of which TWO  HUNDRED (200) shares shall be shares of Common Stock, without par value,  and TWO HUNDRED (200) shares shall be shares of Preferred Stock, ONE  CENT ($.01) par value per share. The Preferred Stock may be issued in series  and the number, designation, relative rights, preferences and limitations of shares  of each series of Preferred Stock, ONE CENT ($.01) par value per share shall be  fixed by the Board of Directors.”

THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AEROFLEX INTERNATIONAL INC. has caused this certificate to be signed by Milton Brenner, its President and attested by Robert Ramistella, its Secretary, this 5^th day of January, 1983.

AEROFLEX INTERNATIONAL INC.
By:	/s/ Milton Brenner
	Milton Brenner, President

ATTEST:

/s/ Robert Ramistella

Robert Ramistella, Secreatary

CERTIFICATE OF DESIGNATIONS, PREFRENCES

AND RIGHTS OF PREFERRED STOCK OF

AEROFLEX INTERNATIONAL INC.

* * * * *

AEROFLEX INTERNATIONAL INC., a corporation organized and existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

That, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of said corporation, and pursuant to the provisions of Section 151 of Title 8 of the Delaware Code of 1953, said Board of Directors, at a meeting duly held on January 26, 1983, adopted a resolution providing for the designations, preferences and relative, participating, option or other rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock, which resolution is as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of  this Corporation in accordance with the provisions of its Certificate of  Incorporation there is hereby created and designated a Preferred Stock to consist  of Two Hundred (200) shares of the par value of $.01 per share each of which the  relative, participating, optional or other special rights, and the qualifications,  limitations or restrictions thereof, shall be as follows:

A.PROVISIONS RELATING TO THE PREFERRED STOCK

SECTION 1. The Preferred Stock may be issued from time to time in one or more series, each of such series to have terms as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

SECTION 2. The Board of Directors, subject to the provisions hereof, may classify or reclassify into a series any unissued shares of the Preferred Stock by fixing or altering in any one or more respects, from time to time before issuance of such unissued shares:

(a) The distinctive designation of such series and the number of shares  to constitute such series, provided that, unless otherwise stated in any such  resolution or resolutions, such number of shares may be decreased by the Board  of Directors in connection with any classification or reclassification of unissued  shares of the Preferred Stock and such number of shares may be increased by the  Board of Directors in connection with any classification or reclassification or  unissued shares of the Preferred Stock;

(b)Whether or not the shares of such series shall pay dividends;

(c)Whether or not the dividends on the shares of such series shall accumulate;

(d)The annual dividend rate (if any) or the shares of such series and the date or dates from which dividends shall (if at all) accumulate thereon;

(e) The times and prices of redemption (if any) of the shares of such  series which the holders of shares of such series shall be entitled to receive upon  the redemption thereof, which prices may vary at different redemption dates and  may also be different with respect to shares redeemed through the operation of  any retirement or sinking fund that with respect to shares otherwise redeemed;

(f)The amounts which the holders of shares of such series shall be entitled to receive upon the liquidation, dissolution or winding up of the Corporation;

(g) Whether or not the shares of such series shall be subject to the  operation of a retirement or sinking fund, and, if so, the extent to and the manner  in which the fund shall be applied to the purchase or redemption of the shares of  such series for retirement or to other corporate purposes and the terms and  provisions relative to the operation thereof;

(h)Whether or not the shares of such series shall have conversion privileges and, if so, prices or rates of conversion and the method, if any, of adjusting the same;

(i) The limitations and restrictions, if any, to be effective while the  shares of such series are outstanding, upon the payment of dividends or making of  other distributions on, and upon the purchase, redemption or other acquisition by  the Corporation, or any subsidiary, of, the Common Stock or any other class of  stock of the Corporation ranking junior to the shares of such series;

(j) Such other preferences and relative, participating, optional or other  special rights, and qualifications, limitations or restrictions thereof as shall not be  inconsistent herewith.

SECTION 3. All shares of any one series of the Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the date from which dividends thereon shall be cumulative; and all series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of Section 2 hereof.

SECTION 4. Before any dividends on any series of the Preferred Stock which does not have an annual dividend fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series or on any class of stock of the Corporation ranking junior to the Preferred Stock as to dividends, shall be declared or paid or set apart for payment, the holders of shares of the Preferred Stock of each series having an annual dividend fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series shall be entitled to receive dividends, but only when and as declared by the Board of Directors out of funds legally available therefor, at the annual rate, and no more, fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series payable annually in each year on such dates as may be fixed by the Board of Directors’ resolution or resolutions providing for the issue of such series to holders of record on the respective dates not exceeding forty (40) days preceding such dividend payment dates as may be determined by the Board of Directors in advance of the payment of each particular dividend. With respect to each series of the Preferred Stock having an annual dividend fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series, such dividends shall be cumulative from the date or dates fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series. No dividends shall be declared on any series of the Preferred Stock having an annual dividend fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series in respect of any annual dividend period unless there shall likewise be or have been declared on all shares of the Preferred Stock of each other series having an annual dividend fixed in the Board of Directors’ resolution or resolutions providing for the issue of such series at the time outstanding dividends for all annual dividend periods coinciding with or ending before such annual dividend period, ratably in proportion to the respective annual dividend rates per annum fixed therefor as hereinbefore provided. Accruals of dividend shall not bear interest.

SECTION 5. In the event of any liquidation, dissolution or winding-up of the Corporation, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of any class of stock of the Corporation ranking junior to the Preferred Stock upon liquidation, the holders of the shares of the Preferred Stock shall be entitled to receive the amount payable on liquidation for such series as fixed by the resolutions establishing such series, plus an amount equal to all dividends (whether or not earned or declared) accrued and unpaid thereon (if any) to the date of final distribution to such holders; but they shall be entitled to no further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the shares of the Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts payable thereon were paid in full. For the purposes of this Section 5, the voluntary sale, lease, exchange or transfer (for cash, shares of stock, securities, or other consideration) of all or substantially all of its property or assets to, or a consolidation shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.

SECTION 6. The Corporation at the option of the Board of Directors may, at any time permitted by the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of the Preferred Stock and at the redemption price or prices (if any) stated in said resolution or resolutions, redeem the whole or any part of the shares of series at the time outstanding (the total sum so payable on any such redemption being herein referred to as the “redemption price”). Notice of every such redemption shall be mailed to the holders of record of the shares of the Preferred Stock so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. Such notice shall be mailed at least thirty (30) days in advance of the date designated for such redemption to the holders of record of shares so to be redeemed. In case of the redemption of a part only of any series so to be redeemed shall be selected by lot or in such other manner as the Board of Directors may determine.

SECTION 7. If, after the giving of such notice but before the redemption date specified therein, the Corporation shall deposit with a bank or trust company, in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 in trust to be applied to the redemption of the shares of the Preferred Stock so called for redemption the funds necessary for such redemption, then from and after the date of such deposit all the rights of the holders of the shares of the Preferred Stock so called for redemption shall cease and terminate, excepting only the right to receive the redemption price therefor, but without interest. In case the holders of shares of the Preferred Stock which shall have been called for redemption shall not, within six (6) years after the date fixed for redemption, claim the amount deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Corporation for the payment of the redemption price. Any interest accrued on funds so deposited shall be paid to the Corporation from time to time.

SECTION 8. Shares of any series of the Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares which are held as treasury shares but including shares redeemed, and shares purchased and retired [whether through the operation of a retirement or sinking fund or otherwise]) shall have the status of authorized and unissued shares of the Preferred Stock and may be reissued as a part of the series of which were originally a part or may be reclassified and reissued as part of a new series of the Preferred Stock to be created by resolution or resolutions of the Board of Directors or a part of any other series of the Preferred Stock, all subject to the conditions or restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors providing for the issue of any series of the Preferred Stock.

SECTION 9. So long as any of the Preferred Stock is outstanding, the Corporation will not:

(a) declare, or pay, or set apart for payment, any dividends or make  any distribution, on any other class or classes of stock of the Corporation ranking  junior to the Preferred Stock either as to dividends or upon liquidation and will  not redeem, purchase or otherwise acquire, or permit any subsidiary to purchase  or otherwise acquire, any shares of any such junior class if at the time or making  such declaration, payment, distribution, redemption, purchase or acquisition the  Corporation shall be in default with respect to any dividend payable on, or any  obligation to retire, shares of the Preferred Stock, provided that, notwithstanding  the foregoing, the Corporation may at any time redeem, purchase or otherwise  acquire shares of stock of any such junior class in exchange for, or out of the net  cash proceeds form the sale of, other shares of stock of any junior class;

(b) without the affirmative vote or consent of the holders of at lest 66- 2/3% of the Preferred Stock at the time outstanding, regardless of series, given in  person or by proxy, either in writing or by resolution adopted at a special meeting  called for the purpose, (i) create any other class or classes of stock ranking prior  to the Preferred Stock, either as to dividends or upon liquidation, or increase the  authorized number of shares of any such other class of stock, or (ii) amend, alter  or repeal any of the provisions hereof so as materially adversely to affect the  preferences, rights, or powers of the Preferred Stock;

(c) without the affirmative vote or consent of the holders of at least  66-2/3% of any series of the Preferred Stock at the time outstanding, given in  person or by proxy, either in writing or by resolution adopted at a special meeting  called for the purpose, the holders of such series of the Preferred Stock consenting  or voting (as the case may be) separately as of class, amend, alter or repeal any of  the provisions hereof specifically applicable to such series or in the resolution or  resolutions hereafter adopted by the Board of Directors providing for the issue of  such series so as materially adversely to affect the preferences, rights or powers of  such series of the Preferred Stock;

(d) without the affirmative vote or consent of the holders of at least a  majority of the Preferred Stock at the time outstanding, regardless of series, given  in person or by proxy, either in writing or by resolution adopted at a meeting  called for the purpose (i) increase the authorized amount of the Preferred Stock, or  (ii) create any other class or classes of stock ranking on a parity with the Preferred  Stock either as to dividends or upon liquidation.

SECTION 10. For the purposes hereof and of any subsequent resolution or resolutions of the Board of Directors providing for the classification or reclassification of any shares of the Preferred Stock or of any certificate filed with the Secretary of State of the State of Delaware (unless otherwise provided in any such subsequent resolution or certificate).

(a) The term “outstanding” when used in reference to shares of stock,  shall mean issued shares, excluding shares held by the Corporation or a subsidiary  and shares called for redemption, funds for the redemption of which shall have  been deposited in trust;

(b) The amount of dividends “accrued” on any share of the Preferred  Stock of any series as at any dividend date shall be deemed to be the amount of  any unpaid dividends accumulated thereon to and including such dividend date  whether or not earned or declared, and the amount of dividends “accrued” on any  share of the Preferred Stock of any series as to any date other than a dividend date  shall be calculated as the amount of any unpaid dividend accumulated thereon to  and including the last preceding dividend date, whether or not earned or declared,  plus an amount equivalent to the pro rata portion of such dividend rate fixed for  the shares of such series for the period after such last preceding dividend date to  and including the date as of which the calculation is made. No dividends shall  accrue on any series of the Preferred Stock which is non-cumulative unless and  until the Board of Directors has declared a dividend thereon.

(c) Any series of the Preferred Stock which does not have an annual  dividend fixed in the Board of Directors’ resolution or resolutions authorizing the  issuance of such series shall not rank prior to or on parity with the Common Stock  as to the payment of dividends unless otherwise provided in such resolution or  resolutions or other resolutions of the Board of Directors.

SECTION 11. No holders of the Preferred Stock shall be entitled as a matter of right to subscribe for or purchase any part of any new or additional issue of shares, or securities convertible into shares of any kind whatsoever, whether now or hereafter authorized and whether issued for cash, property, services, by way of dividends or otherwise.

AEROFLEX INTERNATIONAL INC. DOES HEREBY FURTHER CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of said corporation, and pursuant to the provisions of Section 151 of Title 8 of the Delaware Code of 1953, said Board of Directors at a meeting duly held on January 26, 1983, adopted a resolution providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock, which resolution is as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of  this Corporation, in accordance with the provisions of its Certificate of  Incorporation, there is hereby created and designated a series of the Preferred  Stock designated as “Preferred Stock- Series 1” consisting of Two Hundred (200)  shares of the Preferred Stock.

B.PROVISIONS RELATING TO THE PREFERRED STOCK- SERIES 1

SECTION 1. The holders of shares of the Preferred Stock- Series 1, shall be entitled to receive, as and when declared by the Board of Directors out of funds legally available therefor, an annual cash dividend of $10.00 per share, or in such greater amount as determined from time to time by the Board of Directors.

SECTION 2. The shares of the Preferred Stock- Series 1 shall be redeemable at the option of the Corporation on and after January 15, 1984, on thirty (30) days’ prior written notice and the redemption price shall be $1.00 per share.

SECTION 3. Subject to the provisions of the Certificate of Incorporation, in the event of liquidation, dissolution, or winding-up of the Corporation, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made or set apart to the holders of any class or classes of stock of the Corporation ranking junior to the Preferred Stock- Series 1 upon liquidation, the holders of the Preferred Stock- Series 1 shall be entitled to receive payment at the rate of $1.00 per share and shall be entitled to no further payment.

IN WITNESS WHEREOF, AEROFLEX INTERNATIONAL INC. has caused this Certificate to be signed by MILTON BRENNER, its President and attested by JACK TUSINSKI, its Secretary, this 10^th day of January, 1984.

AEROFLEX INTERNATIONAL INC.
By:	/s/ Milton Brenner
	Milton Brenner, President

ATTEST:

/s/ Jack Tusinski

Jack Tusinski, Secretary

EX-3.38

BY-LAWS

of

AEROFLEX INTERNATIONAL INC.

ARTICLE I- OFFICES

SECTION 1.REGISTERED OFFICE. The registered office shall be established and maintained at 100 West Tenth Street in the City of Wilmington in the County of New Castle in the State of Delaware.

SECTION 2.OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II- MEETING OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of shockholders shall be held at the registered office of the corporation in Delaware on ____________.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held. which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less then ten nor more than fifty days before the date of the meeting.

SECTION 8.BUISNESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certification of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III- DIRECTORS

SECTION 1.NUMBER AND TERM. The number of directors shall be three. The directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, thought less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board and a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV- OFFICERS

SECTION 1.OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to tome by the Board of Directors.

SECTION 3.CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTIION 6.TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate amount of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If requested by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount with such surety as the board shall prescribe.

SECTION 7.SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duty authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent and agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI- CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII- AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative note of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

EX-4.1

Execution Version

AEROFLEX INCORPORATED

AND EACH OF THE GUARANTORS PARTY HERETO

11.75% SENIOR NOTES DUE 2015

INDENTURE

Dated as of August 7, 2008

The Bank of New York Mellon

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(2)	7.06; 7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01	Definitions.	1
Section 1.02	Other Definitions.	34
Section 1.03	Incorporation by Reference of Trust Indenture Act.	35
Section 1.04	Rules of Construction.	35
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating.	35
Section 2.02	Execution and Authentication.	37
Section 2.03	Registrar and Paying Agent.	37
Section 2.04	Paying Agent to Hold Money in Trust.	37
Section 2.05	Holder Lists.	38
Section 2.06	Transfer and Exchange.	38
Section 2.07	Replacement Notes.	50
Section 2.08	Outstanding Notes.	50
Section 2.09	Treasury Notes.	51
Section 2.10	Temporary Notes.	51
Section 2.11	Cancellation.	51
Section 2.12	Defaulted Interest.	51
Section 2.13	CUSIP Numbers.	52
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee.	52
Section 3.02	Selection of Notes to Be Redeemed or Purchased.	52
Section 3.03	Notice of Purchase or Redemption.	53
Section 3.04	Effect of Notice of Purchase or Redemption.	54
Section 3.05	Deposit of Redemption or Purchase Price.	54
Section 3.06	Notes Redeemed or Purchased in Part.	54
Section 3.07	Optional Redemption.	54
Section 3.08	Mandatory Redemption.	55
Section 3.09	Offer to Purchase by Application of Excess Proceeds.	55
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes.	57
Section 4.02	Maintenance of Office or Agency.	58
Section 4.03	Reports.	58
Section 4.04	Compliance Certificate.	60
Section 4.05	Taxes.	60
Section 4.06	Stay, Extension and Usury Laws.	60
Section 4.07	Restricted Payments.	60
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries.	65
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock.	67
Section 4.10	Asset Sales.

Section 4.11	Transactions with Affiliates.	74
Section 4.12	Liens.	76
Section 4.13	Business Activities.	77
Section 4.14	Corporate Existence.	77
Section 4.15	Offer to Repurchase Upon Change of Control.	77
Section 4.16	Reserved.	79
Section 4.17	Payments for Consent.	79
Section 4.18	Additional Note Guarantees.	79
Section 4.19	Designation of Restricted and Unrestricted Subsidiaries.	79
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets.	80
Section 5.02	Successor Corporation Substituted.	81
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default.	82
Section 6.02	Acceleration.	83
Section 6.03	Other Remedies.	84
Section 6.04	Waiver of Past Defaults.	84
Section 6.05	Control by Majority.	84
Section 6.06	Limitation on Suits.	84
Section 6.07	Rights of Holders of Notes to Receive Payment.	85
Section 6.08	Collection Suit by Trustee.	85
Section 6.09	Trustee May File Proofs of Claim.	85
Section 6.10	Priorities.	86
Section 6.11	Undertaking for Costs.	86
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee.	86
Section 7.02	Rights of Trustee.	87
Section 7.03	Individual Rights of Trustee.	88
Section 7.04	Trustee’s Disclaimer.	88
Section 7.05	Notice of Defaults.	88
Section 7.06	Reports by Trustee to Holders of Notes.	89
Section 7.07	Compensation and Indemnity.	89
Section 7.08	Replacement of Trustee.	90
Section 7.09	Successor Trustee by Merger, etc.	90
Section 7.10	Eligibility; Disqualification.	91
Section 7.11	Preferential Collection of Claims Against Company.	91
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.	91
Section 8.02	Legal Defeasance and Discharge.	91
Section 8.03	Covenant Defeasance.	92
Section 8.04	Conditions to Legal or Covenant Defeasance.	92
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	93

ii

Section 8.06	Repayment to Company.	94
Section 8.07	Reinstatement.	94
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes.	94
Section 9.02	With Consent of Holders of Notes.	95
Section 9.03	Compliance with Trust Indenture Act.	97
Section 9.04	Revocation and Effect of Consents.	97
Section 9.05	Notation on or Exchange of Notes.	97
Section 9.06	Trustee to Sign Amendments, etc.	97
ARTICLE 10
NOTE GUARANTEES
Section 10.01	Guarantee.	97
Section 10.02	Limitation on Guarantor Liability.	99
Section 10.03	Execution and Delivery of Note Guarantee.	99
Section 10.04	Guarantors May Consolidate, etc., on Certain Terms.	99
Section 10.05	Releases.	100
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge.	101
Section 11.02	Application of Trust Money.	102
ARTICLE 12
MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls.	102
Section 12.02	Notices.	102
Section 12.03	Communication by Holders of Notes with Other Holders of Notes.	103
Section 12.04	Certificate and Opinion as to Conditions Precedent.	103
Section 12.05	Statements Required in Certificate or Opinion.	104
Section 12.06	Rules by Trustee and Agents.	104
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders.	104
Section 12.08	Governing Law.	104
Section 12.09	No Adverse Interpretation of Other Agreements.	105
Section 12.10	Successors.	105
Section 12.11	Severability.	105
Section 12.12	Counterpart Originals.	105
Section 12.13	Table of Contents, Headings, etc.	105
Section 12.14	Force Majeure.	105

EXHIBITS

Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF NOTATION OF GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE

iii

INDENTURE dated as of August 7, 2008 between Aeroflex Incorporated, a Delaware corporation, the Guarantors (as defined herein) and The Bank of New York Mellon, a New York banking corporation, as trustee.

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the11.75% Senior Notes due 2015 (the “Notes”):

ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means additional Notes (other than the Initial Notes and the Exchange Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, as calculated by the Company, with respect to any Note on any redemption date, the greater of:

(1)1.0% of the principal amount of the Note; or

(2)the excess of:

1

(a)the present value at such redemption date of (i) the redemption price of the Note at August 15, 2011, (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through August 15, 2011 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the principal amount of the Note, if greater.

“Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

“Asset Acquisition” means, with respect to any Person, (1) an Investment by such Person or any Restricted Subsidiary of such Person in any third Person pursuant to which such third Person shall become a Restricted Subsidiary of such Person or any Restricted Subsidiary of such Person, or shall be merged with or into such Person or any Restricted Subsidiary of such Person, or (2) the acquisition by such Person or any Restricted Subsidiary of such Person of the assets of any third Person (other than a Restricted Subsidiary of such Person) which constitutes all or substantially all of the assets of such third Person or comprises any division or line of business of such third Person or any other properties or assets of such third Person other than in the ordinary course of business.

“Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole shall be governed by Section 4.15 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and

(2)the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.5 million;

(2)a transfer, sale or other disposition of assets (including Equity Interests) between or among the Company and its Restricted Subsidiaries;

(3)an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4)the licensing of intellectual property or other general intangibles to third persons on terms approved by the Board of Directors in good faith;

(5)the sale, lease, sublease or other disposition of any property or equipment that is no longer used or has become damaged, worn-out, obsolete, or otherwise unsuitable or not required for the ordinary course of business of the Company or its Restricted Subsidiaries;

2

(6)the sale or other disposition of cash or Cash Equivalents;

(7)a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment;

(8)the sale, lease, sublease, license, sub-license, consignment, conveyance or other disposition of accounts receivable, equipment, inventory or other assets in the ordinary course of business, including leases or subleases with respect to facilities that are temporarily not in use or pending their disposition, or accounts receivable in connection with the compromise, settlement or collection thereof;

(9)the creation of a Lien (but not the sale or other disposition of property subject to such Lien);

(10)the issuance of Equity Interests by a Restricted Subsidiary of the Company in which the Company’s percentage interest (direct or indirect) in the Equity Interests of such Restricted Subsidiary, after giving effect to the issuance, is at least equal to its percentage interest prior thereto;

(11)leases, assignments or subleases of real or personal property to third persons either not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries or entered into in the ordinary course of business;

(12)the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind;

(13)to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property for use in a Permitted Business;

(14)the sale or other disposal of property or assets pursuant to the exercise of any remedies pursuant to the Credit Facilities or the other security documents relating to any Indebtedness permitted under this Indenture;

(15)the transfer or sale of Receivables and Related Assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity or to any other Person in connection with a Qualified Receivables Transaction or the creation of a Lien on any such Receivables or Related Assets in connection with a Qualified Receivables Transaction;

(16)the sale of accounts receivable in the ordinary course of business;

(17)the issuance or sale of Equity Interests in or Indebtedness of any Unrestricted Subsidiary; and

(18)the disposition of all or substantially all of the assets of the Company in a transaction permitted under Section 5.01.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

3

“Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee or Board of Directors of such company or of the sole member or of the managing member thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than earn-outs or similar consideration payable in connection with an acquisition), but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1)United States dollars;

4

(2)(a) euro, or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 24 months from the date of acquisition;

(4)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Senior Secured Credit Facility or with any domestic commercial bank having, at the time of the acquisition thereof, capital and surplus in excess of $500.0 million or any commercial bank of any foreign country having, at the time of acquisition thereof, capital and surplus in excess of $100.0 million (or the U.S. dollar equivalent thereof as of the date of determination);

(5)repurchase obligations for underlying securities of the types described in clauses (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6)commercial paper having, at the time of acquisition, one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within 24 months after the date of acquisition;

(7)marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of acquisition;

(8)securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition thereof, having one of the two highest ratings obtainable from either Moody’s or S&P (for purposes of this clause (8), variable rate bonds tied to short-term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days shall be deemed to satisfy the foregoing maturity deadline, notwithstanding such bonds having a longer nominal maturity);

(9)investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition;

(10)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition;

(11)Indebtedness with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 24 months or less from the date of acquisition;

5

(12)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody's; and

(13)local currencies (or investments in local currencies having correlative attributes to the foregoing) held by the Company or any of its Restricted Subsidiaries, from time to time in the ordinary course of business.

“Change of Control” means the occurrence of any of the following:

(1)the sale, lease, transfer, conveyance or other disposition (other than a Lien permitted by this Indenture or by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

(2)the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

(4)after an initial public offering of Equity Interests of the Company or any direct or indirect parent of the Company, the first day on which (i) a majority of the members of the Board of Directors of the Company are not Continuing Directors, and (ii) the Principals and their Related Parties and any limited partners of the Equity Sponsor do not, at such time, in the aggregate, (a) Beneficially Own, directly or indirectly, Voting Stock of the Company representing more than 50% of the total voting power of the Voting Stock of the Company or (b) have the right or ability by voting power, contract or otherwise to elect or designate a majority of the Board of Directors of the Company.

“Clearstream” means Clearstream Banking, S.A. and any successor thereto.

“Company” means Aeroflex Incorporated, a Delaware corporation, and any and all successors thereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)provision for taxes based on income or profit or capital, including, without limitation, state, local and franchise taxes (such as the Pennsylvania capital tax and the Texas margin tax) (or the non-U.S-equivalent thereof) of such Person and its Restricted Subsidiaries for such period (including, without limitation, tax expenses of Foreign Subsidiaries and foreign withholding taxes paid or accrued for such period), to the extent that such provision for taxes was deducted (and not added back) in computing such Consolidated Net Income; plus

(2)the Fixed Charges of such Person and its Restricted Subsidiaries for such period (plus any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, amortization of deferred financing fees and any loss on early extinguishment of Indebtedness excluded from the definition of the term “Fixed Charges”), to the extent that such Fixed Charges were deducted (and not added back) in computing such Consolidated Net Income; plus

6

(3)the total amount of depreciation and amortization expenses (including amortization of goodwill and other intangibles and deferred financing costs or fees, and all expenditures in respect of licensed or purchased software or internally-developed software and software enhancements that are, or are required to be reflected as, capitalized costs, but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization were deducted (and not added back) in computing such Consolidated Net Income; plus

(4)any management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued by the Company and/or its Restricted Subsidiaries in such period pursuant to the terms of the Management Agreement and payments made pursuant to clauses (7), (8) and (15) under Section 4.11(b) to the extent deducted in computing such Consolidated Net Income; plus

(5)any other non-cash charges reducing Consolidated Cash Flow for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(6)any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interests of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from clause 3(B) of Section 4.07(a), or clauses (2), (5) or (17) under Section 4.07(b); plus

(7)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Cash Flow, Consolidated Net Income or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Cash Flow pursuant to (11) below for any previous period and not added back; plus

(8)the amount of any minority interest expense consisting of income of a Restricted Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(9)for any four-quarter period that includes any period of time prior to August 15, 2007, the costs, expenses, losses, savings and other adjustments reflected in the line items used in the calculation of pro forma Adjusted EBITDA with respect to the “LTM” period as set forth in note (4) to the table under the caption “Offering Circular Summary—Summary Historical and Pro Forma Financial Information” in the Offering Circular shall be applied to such four-quarter period; provided that each such cost, expense, loss, savings or other adjustment is calculated in a manner that is (including with respect to estimates and assumptions) consistent with the presentation of the corresponding item in such note (4); plus

7

(10)the amount of loss on sale of Receivables and Related Assets to the Receivables Entity in connection with a Qualified Receivables Transaction; minus

(11)non-cash gains increasing such Consolidated Net Income for such period, excluding any such items to the extent they represent (a) the reversal in such period of an accrual of, or reserve for, potential cash expenses in a prior period, (b) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Cash Flow in a prior period, (c) the amortization of income that was paid in a prior period and (d) the accrual of revenue or income consistent with past practice,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)the Net Income of any Person that is not a Restricted Subsidiary will be included only to the extent of the amount of dividends, distributions or other payments paid in cash (or to the extent converted into cash) to the specified Person or a Restricted Subsidiary of the Person, and, in the case of a net loss, only to the extent of any equity in the net loss of any such Person for such period to the extent the Company or a Restricted Subsidiary of the Company has funded such net loss in cash with respect to such period;

(2)solely for the purposes of calculating Consolidated Net Income to determine the amount of Restricted Payments permitted under Section 4.07 hereof, the Net Income of any Restricted Subsidiary (other than a Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (a) except to the extent that such net income is actually or permitted to be paid to the Company or a Restricted Subsidiary of the Company by loans, advances, intercompany transfers, principal repayments or otherwise, and (b) unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(3)the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period will be excluded;

(4)any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP (including the amortization of the consideration for any non-competition agreements entered into in connection with the Transactions), shall be excluded;

(5)any net gain or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

8

(6)non-cash charges relating to employee benefit or other management compensation plans of any direct or indirect parent of the Company (to the extent such non-cash charges relate to plans of any direct or indirect parent of the Company for the benefit of members of the Board of Directors of the Company (in their capacity as such) or employees of the Company and its Restricted Subsidiaries), the Company or any of its Restricted Subsidiaries or any non-cash compensation charge and other non-cash expenses or charges arising from any grant, issuance or repricing of stock appreciation or similar rights, stock, stock options, restricted stock or other equity-based awards of any direct or indirect parent of the Company (to the extent such non-cash charges relate to plans of any direct or indirect parent of the Company for the benefit of members of the Board of Directors of the Company (in their capacity as such) or employees of the Company and its Restricted Subsidiaries), the Company or any of its Restricted Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) in each case will be excluded;

(7)effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition, net of taxes, shall be excluded;

(8)any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness will be excluded;

(9)any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Net Income accrued at any time following the date of this Indenture will be excluded;

(10)any fees, expenses, costs or charges (including all transaction, restructuring and transition costs, fees and expenses (including diligence costs and cash severance costs)) or any amortization thereof, related to any acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness (including any refinancing transaction or amendment or modification of any debt instrument), Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action (in each case, including any such transaction consummated prior to the date of this Indenture and any such transaction undertaken but not completed), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and the Transactions and (ii) any amendment or other modification of the Notes and the Credit Facilities and, in each case, deducted (and not added back) in computing Net Income, will be excluded; and

(11)accruals and reserves that are established within twelve months after the date of this Indenture that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

9

“Consolidated Secured Debt Ratio” as of any date of determination, means the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s Consolidated Cash Flow for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all preferred stock of its Restricted Subsidiaries on a consolidated basis (other than Disqualified Stock or preferred stock owned by the Company or a Restricted Subsidiary of the Company), with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Contingent Obligations”means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2)to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)was a member of such Board of Directors on the date of this Indenture;

(2)was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

10

(3)was nominated for election or elected to such Board of Directors with the approval of a Principal or a Related Party of a Principal.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Senior Secured Credit Facility), indentures, or commercial paper facilities, in each case, with banks or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing and securitizations (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuance of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes issuable or issued in whole or in part in global form, or any successor entity thereto appointed as Custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation delivered to the Trustee.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, for cash, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

11

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offering of Qualified Capital Stock of the Company or a direct or indirect parent of the Company, as the case may be.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to the Registration Rights Agreement and Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth for such term in the Registration Rights Agreement.

“Exchange Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company after the date of this Indenture from:

(1)contributions to its common equity capital, and

(2)the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an Officer's Certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculations set forth in (a) Sections 4.07(a)(3)(B), 4.07(b)(2) and 4.07(b)(17) and (b) Section 4.09(b)(19).

“Existing Indebtedness” means all Indebtedness of the Company and its Subsidiaries (other than (a) Indebtedness under the Senior Secured Credit Facility and (b) any Indebtedness incurred since September 21, 2007, pursuant to clauses (6), (16) or (24) of Section 6.1(b) of the Senior Subordinated Credit Facility that has not been reclassified as having been incurred under another provision of Section 6.1 thereof) in existence on the date of this Indenture.

“Fair Market Value”means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture).

“First Priority Cash Management Obligations” means all obligations of the Company and certain of its Subsidiaries in respect of overdrafts and related liabilities owed to any other Person that arise from treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds, or any similar transactions, secured by assets of the Company and certain of its Subsidiaries under the documents that secure Obligations under the Senior Secured Credit Facility and any other Credit Facility.

12

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness (other than working capital borrowings, unless such Indebtedness has been permanently repaid) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)the Transactions, future acquisitions, Investments, dispositions, issuances, incurrences or repayments of Indebtedness, Equity Offerings, issuances or dispositions of Equity Interests, recapitalizations, mergers, consolidations, disposed or discontinued operations and other specified actions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date (including any transaction giving rise to the need to make such calculation) will be given pro forma effect (in accordance with Regulation S-X under the Securities Act), including Pro Forma Cost Savings (and the change in any associated fixed charge obligation and change in Consolidated Cash Flow resulting therefrom), whether or not such Pro Forma Cost Savings complies with Regulation S-X, as if they had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary of the Company or was merged with or into the Company or any Restricted Subsidiary of the Company since the beginning of such period) shall have made any acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action had occurred at the beginning of the applicable four-quarter period;

(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded (including by adding back the amount of any attributable Consolidated Cash Flow that was negative);

13

(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5)any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;

(6)if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (after giving effect to the operation of any Hedging Obligation applicable to such Indebtedness); and

(7)interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Restricted Subsidiaries for such period (net of any interest income of such Person and its Restricted Subsidiaries for such period), to the extent such expense was deducted and not added back in computing Consolidated Net Income, including, without limitation, amortization of original issue discount, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of all payments made or received pursuant to Hedging Obligations (but excluding amortization of deferred financing fees and any loss on early extinguishment of Indebtedness and, in calculating Fixed Charges for the purposes of determining the denominator of Fixed Charge Coverage Ratio only, excluding (i) the accretion of any original issue discount or any non-cash interest expense resulting from the discounting of any Indebtedness resulting from fair value adjustments resulting from purchase accounting, (ii) any financing fees, tender premiums, call premiums and other non-recurring expenses, whether or not capitalized, in connection with the Transactions and Indebtedness that is retired with the proceeds of the Notes issued on the date of this Indenture, (iii) penalties and interest relating to taxes, (iv) any Special Interest, (v) any expensing of bridge, commitment and other financing fees and (vi) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Transaction); plus

(2)any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(3)the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

14

(4)the product of (a) all cash dividends or other similar distributions paid (excluding items eliminated in consolidation) on any series of preferred stock of such Person or any preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

in each case, determined on a consolidated basis in accordance with GAAP. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Foreign Subsidiary”means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession or in the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC, in effect on the date of this Indenture; provided that any reports required to be delivered under Section 4.03 shall be prepared in accordance with GAAP in effect on the date thereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A1 hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof), and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means:

(1)each Domestic Subsidiary of the Company as of the date of this Indenture; and

(2)each other Restricted Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

15

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk and other agreements or arrangements designed to manage interest rates or interest rate risk;

(2)commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and

(3)foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Holder” means a Person in whose name a Note is registered.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)in respect of borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables entered into in the ordinary course, to the extent such Obligations are cash collateralized or such letters of credit secure Obligations entered into in the normal course of business of such Person and such letters of credit are not drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no later than three Business Days following receipt by such Person of a demand for reimbursement);

(3)in respect of banker’s acceptances;

(4)representing Capital Lease Obligations;

(5)representing the balance deferred and unpaid of the purchase price of any property or services due, other than any such balance that constitutes an accrued expense or trade payable or other expense incurred in the ordinary course of business (including, without limitation, obligations owing to customers and suppliers); or

(6)representing any interest rate Hedging Obligations,

16

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, assets or Capital Stock not in the ordinary course of business, the term “Indebtedness” will exclude (i) Contingent Obligations in the ordinary course of business, (ii) obligations in connection with a Qualified Receivables Transaction and (iii) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed, determined and undisputed the amount is paid within 60 days thereafter.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $225,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Initial Purchasers” means Goldman, Sachs & Co.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency.

“Investment Grade Securities” means:

(1)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; and

(3)investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution.

17

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees of Indebtedness), advances or capital contributions (excluding (i) commission, travel and similar advances to officers and employees made in the ordinary course of business and (ii) extensions of credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or for workers’ compensation, in each case, that are incurred in the ordinary course of business and recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person prepared in accordance with GAAP), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the second to last paragraph of Section 4.07(b). Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal or its electronic equivalent in accordance with the Applicable Procedures to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement”means that certain management agreement dated August 15, 2007, among the Company, VGG Holding LLC, AX Holding Corp., Veritas Capital Fund Management, L.L.C., GGC Administration, LLC and Goldman, Sachs & Co., as amended.

“Moody’s”means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (or loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without giving effect to the $2.5 million threshold provided in the definition thereof) or other asset disposition or abandonment (other than in the ordinary course of business) and reserves relating thereto; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any (i) Indebtedness or (ii) other derivative instruments of such Person or any of its Restricted Subsidiaries, in each case, together with any related provisions for taxes on such gains and losses;

18

(2)any extraordinary, non-recurring or unusual gain (or loss) or expense, (including relating to the Transactions, acquisitions, restructurings or any multi-year strategic initiatives), including, without limitation, the amount of any restructuring charges, integration costs, or other business optimization costs and expenses (including related to the closure and/or consolidation of facilities and/or reductions in headcount, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and other non-recurring payments to employees related to severance, 280G, supplemental employee retirement plan, deferred compensation, consulting, acceleration of payments of other employment related benefits or other payments related to the termination, whether for cause or not, or retirement or made to former employees or the termination of an employee agreement, retention bonuses and litigation settlements or losses), or reserves deducted, in each case, together with any related provision for taxes on such extraordinary, non-recurring or unusual gain (or loss) or expense; and

(3)any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration, including Designated Noncash Consideration, received in any Asset Sale), net of the direct costs relating to such Asset Sale or disposition of such non-cash consideration, including, without limitation, legal, accounting and investment banking fees, appraisal and insurance adjuster fees and sales commissions, and any severance or relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account without duplication, (1) any amounts required to be applied to the repayment of Indebtedness secured by a Lien on the assets that were the subject of such Asset Sale, (2) appropriate amounts to be maintained as a reserve for payment with respect to liabilities associated with such asset or assets and retained by the Company or a Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, severance costs, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (3) any reserves for adjustment in respect of the sale price of such asset, (4) amounts required to be paid to any Person (other than the Company or its Restricted Subsidiaries) owning a beneficial interest in the assets that are the subject of such transaction, and (5) any cash escrows in connection with purchase price adjustments, reserves or indemnities (until released).

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3)as to which (a) the explicit terms provide that there is no recourse against any assets of the Company or any of its Restricted Subsidiaries or (b) the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person.

19

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture including, without limitation, waivers, amendments, redemptions and offers to purchase and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the documents governing any such Indebtedness, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), penalties, fees, indemnifications, reimbursements, expenses, damages and other amounts, obligations and liabilities payable under the documentation governing any Indebtedness.

“Offering Circular” means the Company’s offering circular, dated August 4, 2008, used in connection with the initial offering of the Initial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel, that meets the requirements of Section 12.04 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means any business engaged in by the Company or any of its Subsidiaries on the date of the original issuance of the Initial Notes and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Subsidiaries are engaged on the date of original issuance of the Initial Notes.

“Permitted Investments” means:

(1)any Investment in the Company or in a Restricted Subsidiary of the Company;

(2)any Investment in Cash Equivalents;

(3)any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

20

(a)such Person becomes a Restricted Subsidiary of the Company; or

(b)such Person, in one transaction, or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

and, in each case, any Investment held by such Person; provided that such Investments were not acquired in contemplation of such merger, consolidation or transfer;

(4)any Investment made as a result of the receipt of non-cash consideration from (a) an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof or (b) a sale or other disposition of assets not constituting an Asset Sale;

(5)any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company or a direct or indirect parent of the Company;

(6)any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a)in exchange for any other Investment or accounts receivable or claim held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person or the good faith settlement of delinquent obligations of a Person or of a litigation arbitration or other dispute, or

(b)as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7)Investments represented by Hedging Obligations;

(8)loans, guarantees of loans, advances, and other extensions of credit to or on behalf of current and former officers, directors, employees, and consultants of the Company, a Restricted Subsidiary of the Company, or a direct or indirect parent of the Company made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of the Company or any direct or indirect parent of the Company or in connection with any relocation costs related to the relocation of the corporate headquarters of the Company, in an amount not to exceed $2.0 million at any one time outstanding;

(9)repurchases of the Notes;

(10)any Investment of the Company or any of its Restricted Subsidiaries existing on the date of this Indenture and any extension, modification or renewal of such existing Investments, to the extent not involving any additional Investment other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such Investments as in effect on the date of this Indenture;

(11)guarantees otherwise permitted by the terms of this Indenture;

21

(12)Investments resulting from the acquisition of a Person, otherwise permitted by this Indenture, which Investments at the time of such acquisition were held by the acquired Person and were not acquired in contemplation of the acquisition of such Person;

(13)Investments in joint ventures engaged in a Permitted Business having an aggregate value (measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) since the date of this Indenture not to exceed $25.0 million;

(14)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(15)Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $5.0 million measured at the time of such Investment;

(16)advances to suppliers and customers in the ordinary course of business;

(17)receivables owing to the Company or any Restricted Subsidiary, prepaid expenses and deposits, if created, acquired or entered into in the ordinary course of business;

(18)payroll, business-related travel, and similar advances to cover matters that are expected at the time of such advances to be ultimately treated as expenses for accounting purposes and that are made in the ordinary course of business;

(19)any Investment in a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing the Qualified Receivables Transaction or any related Indebtedness;

(20)other Investments in any Person other than an Affiliate of the Company made since the date of this Indenture having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) that are at such time outstanding not to exceed the greater of $25.0 million and 1.5% of Total Assets; and

(21)Investments in deposit accounts.

“Permitted Liens” means:

(1)Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness that was permitted to be incurred pursuant to Sections 4.09(b)(1), (4), (9), (10), (16), (20), (21) and (22); provided, in the case of Section 4.09(b)(9), that the Indebtedness being guaranteed was permitted to be secured by a Lien;

(2)Liens in favor of the Company or the Guarantors;

(3)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to and were not incurred in connection with or in the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary and assets or property affixed or appurtenant thereto;

22

(4)Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company and assets or property affixed or appurtenant thereto; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5)Liens to secure the performance of tenders, completion guarantees, statutory obligations, surety or appeal bonds, bids, leases, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6)Liens existing on the date of this Indenture;

(7)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(8)Liens imposed by law, such as carriers’ warehousemen’s, landlords’, mechanics’, suppliers’, materialmen’s and repairmen’s Liens, or in favor of customs or revenue authorities or freight forwarders or handlers to secure payment of custom duties, in each case, incurred in the ordinary course of business;

(9)survey exceptions (or any state of facts an accurate survey would disclose), easements or reservations of, or rights of others for or pursuant to any leases, licenses, rights-of-way, or other similar agreements or arrangements, development, air or water rights, sewers, electric lines, telegraph and telephone lines and other utility lines, pipelines, service lines, railroad lines, improvements and structures located on, over or under any property, drains, drainage ditches, culverts, electric power or gas generating or co-generation, storage and transmission facilities and other similar purposes, or zoning or other restrictions as to the use of real property or minor defects in title which were not incurred to secure the payment of Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(10)Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees) and all other monetary obligations under this Indenture;

(11)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the Indebtedness being refinanced arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

(12)Liens incurred by the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed, at any one time outstanding, the sum of (a) $20.0 million, plus (b) if, at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0, an additional $20.0 million; in each case, measured at the time of incurrence thereof;

23

(13)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(14)Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits, or casualty or liability insurance or self insurance including any Lien securing letters of credit issued in the ordinary course of business in connection therewith;

(15)judgment and attachment Liens not giving rise to an Event of Default and notices of lispendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made in conformity with GAAP;

(16)Liens securing Hedging Obligations incurred pursuant to Section 4.09(b)(8);

(17)any extension, renewal or replacement, in whole or in part, of any Lien described in clauses (3), (4), (6), (18), (19) or (20) of this definition; provided that any such extension, renewal or replacement is no more restrictive taken as a whole than the Lien so extended, renewed or replaced and does not extend to any additional property or assets, in conformity with GAAP;

(18)any interest or title of a lessor, licensor or sublicensor under any operating lease, license or sublicense, as applicable (including, without limitation, precautionary financing statements filed in connection therewith) and leases, subleases and licenses granted to others that do not interfere in any material respect with the business of such Person;

(19)Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Restricted Subsidiary thereof on deposit with or in possession of such bank;

(20)Liens on assets of Foreign Subsidiaries securing Indebtedness incurred in accordance with Section 4.09;

(21)Liens on Receivables and Related Assets of the type specified in the definition of “Qualified Receivables Transaction” to secure Indebtedness incurred and outstanding under Section 4.09(b)(1)(b);

(22)Liens securing First Priority Cash Management Obligations;

(23)Liens on Equity Interests in Unrestricted Subsidiaries;

(24)Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(25)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

24

(26)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries, or (iii) relating to purchase order and other agreements entered into by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1)payments to any direct or indirect parent of the Company to permit such direct or indirect parent to pay directors’ fees, reasonable accounting, legal and administrative expenses of such Person when due; and

(2)for so long as the Company is a member of a group filing a consolidated or combined tax return with any direct or indirect parent of the Company, payments to such direct or indirect parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”) and to pay franchise or similar taxes and fees of such direct or indirect parent required to maintain such direct or indirect parent’s corporate existence; provided that the amount of the Tax Payments shall not exceed the lesser of (in each case, as estimated in good faith by the Company) (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that direct or indirect parent actually owes to the appropriate taxing authority;

(3)customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of such direct or indirect parent corporation of the Company to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(4)general corporate overhead and operating expenses for such direct or indirect parent corporation of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(5)reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or other financing transaction by such direct or indirect parent of the Company; and

(6)obligations under the Management Agreement.

“Permitted Refinancing Indebtedness” means:

(1)any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, redeem, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

25

(a)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including the amount of any reasonably determined premium and defeasance costs, incurred in connection therewith and other amounts necessary to accomplish such refinancing);

(b)such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged;

(c)if the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms not materially less favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged; and

(d)such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged, unless the Indebtedness relates to a specific asset, in which case the obligor shall be the current owner of such asset; and

(2)any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, refund, replace, defease or discharge other Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries (other than Indebtedness or Disqualified Stock held by the Company or any of its Restricted Subsidiaries including intercompany Indebtedness); provided that:

(a)the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness, or the liquidation or face value of the Disqualified Stock, as applicable, so renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest or dividends thereon and the amount of any reasonably determined premium incurred in connection therewith);

(b)such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity or redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged;

(c)such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms not materially less favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged; and

26

(d)such Disqualified Stock is issued either by the Company or by the Restricted Subsidiary who is the issuer of the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means (i) The Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc. and GS Direct, L.L.C, their respective Affiliates, any fund or account managed by any of the foregoing or any Affiliate thereof, (ii) any entity controlled directly or indirectly by any one or more of the foregoing or any group described in clause (iii), or (iii) any "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Principals, collectively, have beneficial ownership of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action that occurred during the four quarter period or after the end of the four quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of this Indenture, (ii) were actually implemented in connection with such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action, and prior to the Calculation Date that are supportable and quantifiable by the underlying accounting records or (iii) relate to such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action and that the Company reasonably determines are probable based upon specifically identifiable actions to be taken within 18 months of the date of the acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action; provided that the aggregate amount of cost savings added pursuant to this definition shall not exceed (x) for the one year period beginning August 15, 2007, an aggregate amount equal to $24,500,000, which amount shall be reduced each Fiscal Quarter following the first Fiscal Quarter ending after September 21, 2007 by twenty-five percent (25%) of such initial aggregate amount, and (y) with respect to any other acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action, an aggregate amount equal to $20,000,000 during each twelve month period following September 21, 2007 (provided no amounts shall be carried forward to any succeeding twelve month period), which allocated amount shall be reduced each Fiscal Quarter following the date of such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action by twenty five percent (25%) of such initial allocated amount, in each case with respect to clauses (x) and (y) with calculations certified by the chief financial officer of the Company.

27

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Proceeds” means any of the following or any combination of the following:

(1)Cash Equivalents; and

(2)the Fair Market Value of assets that are used or useful in the Permitted Business; and

(3)the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Company or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Company or any Restricted Subsidiary.

The Fair Market Value of any assets or Capital Stock that are required to be valued by this definition will be determined in good faith by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey, contribute to capital or otherwise transfer to a Receivables Entity, or may grant a security interest in or pledge, any Receivables or interests therein and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other documentation in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), which transfer, grant of security interest or pledge is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests, or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in Receivables and Related Assets, it being understood that a Qualified Receivables Transaction may involve:

(1)one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein, and

(2)periodic transfers or pledges of Receivables or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, and provided that:

(a)the Board of Directors of the Company or any Restricted Subsidiary of the Company which is party to such Qualified Receivables Transaction shall have determined in good faith that such Qualified Receivables Transaction is economically fair and reasonable to the Company or such Restricted Subsidiary of the Company as applicable, and the Receivables Entity, and

28

(b)the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Board of Directors of the Company or any Restricted Subsidiary which is party to such Qualified Receivables Transaction).

The grant of a security interest in any accounts receivables of the Company or any of its Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Senior Secured Credit Facility shall not be deemed a Qualified Receivables Transaction.

“Receivables” means accounts receivable (including all rights to payment created by or arising from the sale of goods, or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) of the Company or any Restricted Subsidiary of the Company, whether now existing or arising in the future.

“Receivables Entity” means any Person formed for the purposes of engaging in a Qualified Receivables Transaction with the Company or any of its Restricted Subsidiaries which engages in no activities other than in connection with the financing of Receivables of the Company and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Restricted Subsidiary of the Company that is the direct parent company of such Receivables Entity, or, if the Receivables Entity is not a Subsidiary of the Company, by the Board of Directors of any Restricted Subsidiary of the Company participating in such Qualified Receivables Transaction (in each case as provided below), as a Receivables Entity and:

(1)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a)is guaranteed by the Company or any Restricted Subsidiary of the Company other than a Receivables Entity (excluding any guarantees (other than guarantees of the principal of, and interest on, Indebtedness and guarantees of collection on Receivables) pursuant to Standard Securitization Undertakings);

(b)is recourse to or obligates the Company or any Restricted Subsidiary of the Company (other than a Receivables Entity) in any way other than pursuant to Standard Securitization Undertakings; or

(c)subjects any property or asset of the Company or any Restricted Subsidiary of the Company other than a Receivables Entity, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)with which neither the Company nor any Restricted Subsidiary of the Company other than a Receivables Entity has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at that time from Persons that are not Affiliates of the Company; and

(3)to which neither the Company nor any Restricted Subsidiary of the Company has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).

29

Any such designation by the Board of Directors of the applicable Restricted Subsidiary of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of such Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing conditions.

“Receivables Financing” means any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which the Company or any Restricted Subsidiary of the Company may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets of the type specified in the definition of “Qualified Receivables Transaction”.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of August 7, 2008, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Related Party” means:

(1)any controlling stockholder, partners, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2)any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

30

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Group.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Assets” means any account receivable or other revenue stream subject to a Qualified Receivables Transaction.

“Senior Debt” means:

(1)all Indebtedness of the Company or any Guarantor outstanding under the Senior Secured Credit Facility and all Hedging Obligations with respect thereto;

(2)any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Note Guarantee; and

(3)all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1)any liability for federal, state, local or other taxes owed or owing by the Company;

(2)any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries;

(3)any trade payables;

(4)the portion of any Indebtedness that is incurred in violation of this Indenture; or

31

(5)Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of Section 1111(b)(1) of the Bankruptcy Code.

“Senior Secured Credit Facility” means the Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition Corp., the Company, certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time in compliance with this Indenture, and Goldman Sachs Credit Partners L.P., as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of this Indenture, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of a receivables financing or sales of debt securities to institutional investors) in whole or in part from time to time, in compliance with this Indenture including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings or letters of credit thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Senior Subordinated Credit Facility” means that certain Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007, among the Company, certain subsidiaries of Company, the various lenders party thereto, and Goldman Sachs Credit Partners L.P., as Administrative Agent.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

“Special Interest” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

“Standard Securitization Undertakings” means all representations, warranties, covenants, indemnities, performance guarantees and servicing obligations entered into by the Company or any Subsidiary of the Company (other than a Receivables Entity) which are customary in connection with any Qualified Receivables Transaction.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1)any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

32

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent internal balance sheet of the Company prepared on a consolidated basis (excluding Unrestricted Subsidiaries) in accordance with GAAP.

“Transactions” means the transactions contemplated by the Agreement and Plan of Merger dated as of May 25, 2007 among AX Holding Corp., AX Acquisition Corp. and the Company, and the financing of such transactions, including the borrowings under the Senior Secured Credit Facility.

“Treasury Rate” means, as determined by the Company, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to August 15, 2011; provided, however, that if the period from the redemption date to August 15, 2011, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means The Bank of New York Mellon until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)has no Indebtedness other than Non-Recourse Debt;

(2)except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3)is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

33

(4)has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

Section 1.02Other Definitions.

	Defined in
Term	Section
“Affiliate Transaction”	4.11
“Alternate Offer”	4.15
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Payment Default”	6.01
“Permitted Debt”	4.09
“Primary Lien”	4.12
“Purchase Date”	3.09
“Redemption Date”	3.07
“Registrar”	2.03
“Restricted Payments”	4.07

34

Section 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes and the Note Guarantees;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein have the meanings so assigned to them either in the TIA or applicable SEC rule.

Section 1.04Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)“will” shall be interpreted to express a command;

(6)provisions apply to successive events and transactions; and

(7)references to sections of or rules under the Securities Act, the Exchange Act or the TIA will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2

THE NOTES

Section 2.01Form and Dating.

(a)General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A1 and A2 hereto. The Notes may have notations, legends or endorsements required by any law, stock exchange rule or usage to which the Company is subject. Each Note will be dated the date of its authentication. The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

35

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes. Notes issued in global form will be substantially in the form of Exhibit A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions thereof and transfers of interest therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:

(1)an Officers’ Certificate from the Company.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(2)Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

36

Section 2.02Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee or its authenticating agent as provided below. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Company may, subject to the covenants and the terms of this Indenture and applicable law, issue Additional Notes and Exchange Notes under this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder of the Notes. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes and the Trustee hereby agrees to so initially act.

Section 2.04Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money as Paying Agent, other than to account to the Trustee and the Company for any funds disbursed. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

37

Section 2.05Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish or cause the Registrar to furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

(1)the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(2)the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

(3)there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

38

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial interests. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S TemporaryGlobal Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;

provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

39

Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

40

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

41

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof;

(F)if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

42

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

43

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof;

(F)if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

44

(D)the Registrar receives the following:

(i)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

45

(A)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

46

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

(1)one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and

(2)Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g)Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

47

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AEROFLEX INCORPORATED.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

48

(3)Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a Legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(4)Neither the Registrar nor the Company will be required:

(A)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of the Notes to be redeemed under Section 3.02 hereof and ending at the close of business on the day of such mailing;

(B)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part;

49

(C)to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date (as defined in the Note); or

(D)to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.

(5)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, Special Interest, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(6)The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(7)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(8)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note, including reasonable fees and expenses of its counsel and of the Trustee and its counsel.

Every replacement Note issued in accordance with this Section 2.07 is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

50

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the disposal of all canceled Notes will be delivered to the Company upon its request therefor. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest.

If the Company defaults in a payment of interest, or Special Interest, if any, on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

51

Section 2.13CUSIP Numbers.

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1)the clause of this Indenture pursuant to which the redemption or purchase shall occur;

(2)the redemption or purchase date;

(3)the principal amount of Notes to be redeemed or purchased;

(4)the redemption or purchase price; and

(5)the CUSIP numbers of such Notes.

The Company may cancel any optional redemption referenced in such Officers’ Certificate if such cancellation takes place (1) at least 30 days in advance of the redemption date and (2) prior to a notice of redemption being mailed to any Holder.

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis except: (i) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, and (ii) unless otherwise required by law.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

52

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected for purchase or redemption will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not equal to $2,000 or a multiple of $1,000 in excess thereof shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03Notice of Purchase or Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a purchase or redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of purchase or redemption to each Holder whose Notes are to be purchased or redeemed at its registered address, except that purchase or redemption notices may be mailed more than 60 days prior to a purchase or redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. Failure to give notice of redemption, or any defect therein to any Holder selected for redemption shall not impair or affect the validity of the redemption of any other Note redeemed in accordance with the provisions of this Indenture.

The notice will identify the Notes to be purchased or redeemed and will state:

(1)the purchase or redemption date;

(2)the purchase or redemption price;

(3)if any Note is being purchased or redeemed in part, the portion of the principal amount of such Note to be purchased or redeemed and that, after the purchase or redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unpurchased or unredeemed portion of the original Note will be issued in the name of the Holder of such original Note (unless such unredeemed or unpurchased portion is equal to less than $2,000 in principal amount) or transferred by book entry transfer upon cancellation of the original Note;

(4)the name and address of the Paying Agent;

(5)that Notes called for purchase or redemption must be surrendered to the Paying Agent to collect the purchase or redemption price and become due on the date fixed for redemption or purchase;

(6)that, unless the Company defaults in making such purchase or redemption payment, interest and Special Interest, if any, on Notes or portions of Notes called for purchase or redemption ceases to accrue on and after the purchase or redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for purchase or redemption are being purchased or redeemed;

(8)the CUSIP numbers of such Notes; and

53

(9)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of purchase or redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the purchase or redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Purchase or Redemption.

Once notice of purchase or redemption is mailed in accordance with Section 3.03 hereof, Notes called for purchase or redemption become irrevocably due and payable on the purchase or redemption date at the purchase or redemption price. A notice of redemption may not be conditional.

Section 3.05Deposit of Redemption or Purchase Price.

On or prior to 10:00 am Eastern Time on any redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly, and in any event within two Business Days after the redemption or purchase date, return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. No Notes in denominations of $2,000 or less shall be redeemed in part or purchased in part unless all of the Notes held by the Holder are to be redeemed or purchased.

Section 3.07Optional Redemption.

(a)At any time prior to August 15, 2010 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

54

(1)at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding the Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(b)At any time prior to August 15, 2011, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(c)Except pursuant to clauses (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to August 15, 2011. The Company is not prohibited by the terms of this Indenture, however, from acquiring the Notes by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions or otherwise, assuming such acquisition does not otherwise violate the terms of this Indenture.

(d)On or after August 15, 2011, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011		105.8750	%
2012		102.9375	%
2013 and thereafter		100.0000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(e)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that Holder’s Notes (an “Asset Sale Offer”), it will follow the procedures specified below.

55

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(1)that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

(2)the Offer Amount, the purchase price and the Purchase Date;

(3)that any Note not tendered or accepted for payment will continue to accrue interest;

(4)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5)that Holders electing to have any Notes purchased pursuant to an Asset Sale Offer may elect to have such Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof only;

(6)that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date;

(7)that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8)that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be purchased); and

56

(9)that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion (to the extent that such unpurchased portion is equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof)of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof properly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been properly tendered and not withdrawn , all Notes properly tendered and not withdrawn, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each Holder of the Notes properly tendered, and not withdrawn, an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on, or as soon as practicable after, the Purchase Date. Notes repurchased pursuant to an Asset Sale Offer will be retired and cancelled.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.02 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. Such Paying Agent shall return to the Company, promptly, and in any event, no later than three Business Days following the date of payment, any money (including accrued interest) in excess of amounts required to pay the amount of principal, premium, if any, and interest then due and owing on the Notes. The Company will pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the interest rate then in effect on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace period) at the same rate to the extent lawful.

57

Section 4.02Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, the City of New York, or Plainview, New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York, or Plainview, New York, for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03Reports.

(a)Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations (together with extensions granted by the SEC) for a filer that is a “non-accelerated” filer plus five Business Days:

(1)substantially the same quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

(2)substantially the same current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

Notwithstanding the foregoing, the requirement to furnish (or cause the Trustee to furnish) current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer contemplated by the Registration Rights Agreement or the effectiveness of a Shelf Registration Statement if the information that would have been contained in such reports is included in the registration statement relating to the Exchange Offer and/or the Shelf Registration Statement or other registration statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports for a person that is a “non-accelerated filer” (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

58

If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC for a person that is a “non-accelerated filer.”

(b)If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the paragraphs contained in subsection (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(c)In the event that (1) the rules and regulations of the SEC permit the Company and any direct or indirect parent entity of the Company to report at such entity’s level on a consolidated basis, (2) such direct or indirect parent entity is not engaged in any business other than the Permitted Business of the Company and (3) such direct or indirect parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of the Company’s and its Subsidiaries’ on a consolidated basis, the information and reports required by this covenant may be those of such parent entity on a consolidated basis; provided that such information and reports distinguish in all material respects between the Company and its Subsidiaries and such direct or indirect parent entity and its other subsidiaries, if any.

(d)For so long as any Notes remain outstanding, if at any time the Company is not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(e)Delivery of any such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

59

Section 4.04Compliance Certificate.

(a)The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent registered public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07Restricted Payments.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

60

(1)declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);

(2)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than in exchange for Equity Interests (other than Disqualified Stock) of the Company or any direct or indirect parent company of the Company);

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except (i) payments of interest or principal at the Stated Maturity thereof and (ii) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or

(4)make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2)the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since August 15, 2007 (excluding Restricted Payments permitted by clauses (2) through (12) and (14) through (18) of Section 4.07(b)), is less than the sum, without duplication, of:

(A)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from July 1, 2007 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B)100% of the aggregate Qualified Proceeds received by the Company since August 15, 2007 as a contribution to its equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), together with the aggregate cash and Cash Equivalents received by the Company or any of its Restricted Subsidiaries at the time of such conversion or exchange; plus

61

(C)to the extent that any Restricted Investment made after August 15, 2007 is sold, is otherwise disposed of or is repurchased, redeemed, liquidated or repaid, 100% of the cash and the Fair Market Value of other property so received with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D)to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation; plus

(E)100% of any dividends (or other distributions) received by the Company or a Restricted Subsidiary of the Company after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

(b)The provisions of Section 4.07(a) hereof will not prohibit:

(1)the payment of any dividend (or other distribution) or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend (or other distribution) or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend (or other distribution) or redemption payment would have complied with the provisions of this Indenture;

(2)the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company;

(3)the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness or any Disqualified Stock of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of (i) Permitted Refinancing Indebtedness or (ii) other Indebtedness which is incurred in compliance with Section 4.09 so long as such new Indebtedness is subordinated in right of payment to the Notes on terms that, taken as a whole, are not materially less favorable to the Holders of Notes than those contained in the documentation governing the Indebtedness being purchased, repurchased, redeemed, defeased or acquired or retired for value;

(4)the declaration or payment of any dividend (or other distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

62

(5)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company and any distribution, dividend, loan or advance to Parent or any direct or indirect parent of Parent for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent or any direct or indirect parent of Parent, in each case, held by any current or former officer, director, consultant or employee of the Company or any of its Restricted Subsidiaries or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or other agreement, benefit plan or arrangement of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year period; provided further that the Company may carry over and make in subsequent calendar year periods, in addition to the amounts permitted for such calendar year period, the amount of such repurchases, redemptions or other acquisitions or retirements for value, distributions, loans or advances permitted to have been made but not made in any preceding calendar year period up to a maximum of $10.0 million in any calendar year period; provided further that such amount in any calendar year may be increased by an amount not to exceed (i) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company (or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the common equity of the Company) to employees, officers, directors or consultants (or any permitted transferees thereof) of the Company and its Restricted Subsidiaries (or any direct or indirect parent company thereof), that occurs after the date of this Indenture plus (ii) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the date of this Indenture less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (5); provided further that cancellation of Indebtedness owing to the Company from employees, officers, directors and consultants (or any permitted transferees thereof) of the Company or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof) in connection with a repurchase of Equity Interests of the Company from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Indenture;

(6)the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price of those options, warrants or other convertible securities;

(7)so long as no Event of Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends and distributions to holders of any class or series of Disqualified Stock of the Company or preferred stock of any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof;

(8)payments made after August 15, 2007 in connection with or as a result of the Transactions as described in the Offering Circular and any payment solely to reimburse the Principals or their Affiliates for actual out-of-pocket expenses, not including fees paid directly or indirectly to Principals or their Affiliates, in connection with the Transactions or for the provision of third party services to the Company and its Subsidiaries;

(9)Permitted Payments to Parent, including those payments permitted to be made pursuant to Section 4.11(b)(7);

(10)upon the occurrence of a Change of Control and within 60 days after completion of a Change of Control Offer pursuant to Section 4.15 (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company that is contractually subordinated to the Notes (including, without limitation, Indebtedness under the Senior Subordinated Credit Facility) or any Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest); provided that, prior to such repayment or repurchase, the Company shall have made the Change of Control Offer with respect to the Notes as required by Section 4.15 hereof, and the Company shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer;

63

(11)within 60 days after the completion of an Asset Sale Offer pursuant to Section 4.10 (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company that is contractually subordinated to the Notes (including, without limitation, Indebtedness under the Senior Subordinated Credit Facility) or any Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest) with any Excess Proceeds that remain after consummation of an Asset Sale Offer; provided that, prior to such repayment or repurchase, the Company shall have made the Asset Sale Offer with respect to the Notes as required by Section 4.10 hereof, and the Company shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Asset Sale Offer;

(12)the redemption, repurchase or other acquisition for value of any common Equity Interests of any Foreign Subsidiary of the Company that are held by a Person that is not an Affiliate of the Company to the extent required to satisfy applicable laws, rules or regulations in an aggregate amount since August 15, 2007 not to exceed $5.0 million; provided that the consideration for such redemption, repurchase or other acquisition is not in excess of an amount equal to the lesser of (x) the Fair Market Value of such common Equity Interests or (y) such amount required by applicable laws, rules or regulations;

(13)so long as no Default has occurred and is continuing or would be caused thereby, the declaration or payments of dividends on the common Capital Stock of the Company (or the payment of dividends to any direct or indirect parent company of the Company) following a public equity offering of the common stock of the Company or the common Capital Stock of a direct or indirect parent of the Company of up to 6.0% per annum of the net cash proceeds received by or contributed to the Company in or as a result of such public equity offering (other than any net cash proceeds that constitute an Excluded Contribution);

(14)so long as no Default has occurred and is continuing or would be caused thereby, payments to enable the Company to make payments to holders of its Capital Stock in lieu of issuance of fractional shares of its Capital Stock; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in the good faith by the Board of Directors of the Company);

(15)the payment of intercompany Indebtedness that is expressly subordinated to the Notes or any Guarantee, the incurrence of which is permitted under clause Section 4.09(b)(6);

(16)the purchase, redemption, acquisition, cancellation or other retirement for value of Equity Interests of the Company or any Restricted Subsidiary to the extent necessary, in good faith judgment of the Board of Directors of the Company, to prevent the loss or secure the renewal or reinstatement of any license, permit or eligibility held by the Company or any of its Restricted Subsidiaries under any applicable law or governmental regulation or the policies of any governmental authority or other regulatory body in an aggregate amount not to exceed $5.0 million since August 15, 2007;

64

(17)Restricted Payments that are made with Excluded Contributions;

(18)distributions or payments of securitization fees and purchases of Securitization Assets in connection with Qualified Receivables Transactions; and

(19)so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $20.0 million since August 15, 2007.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

Notwithstanding any provision hereof to the contrary, any net cash proceeds, marketable securities or Qualified Proceeds utilized for any Restricted Payment pursuant to clause (3)(B) of Section 4.07(a) hereof or clauses (2), (5) or (17) of Section 4.07(a) hereof, or that are utilized for the incurrence of Indebtedness pursuant to Section 4.09(b)(19) hereof, shall not be utilized for any Restricted Payment or incurrence of Indebtedness under the other provisions referred to in this sentence.

Section 4.08Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3)transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1)agreements in effect on the date of this Indenture (including those governing Existing Indebtedness and Credit Facilities) and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

(2)this Indenture, the Notes and the Note Guarantees;

65

(3)applicable law, rule, regulation or order;

(4)any agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(5)customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;

(6)purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;

(7)any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of assets that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(8)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)provisions limiting the disposition or distribution of assets or property in joint venture agreements, limited liability company operating agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, options, stock sale agreements, lease agreements, licenses and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11)restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(12)provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person on other than a pro rata basis;

(13)any encumbrance or restriction contained in any Indebtedness incurred by a Foreign Subsidiary pursuant Section 4.09;

(14)any other Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary permitted to be incurred or issued, as applicable, subsequent to the date of this Indenture pursuant to the provisions of Section 4.09 and any encumbrance or restriction contained in such Indebtedness does not, in the good faith judgment of the Board of Directors of the Company, adversely affect the ability of the Company and the Guarantors, taken as a whole, from making scheduled payments of cash interest on the Notes when due; and

66

(15)in the case of Section 4.08(a)(3) hereof, encumbrances or restrictions:

(a)that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(b)existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture, or

(c)arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries;

(16)any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirement of a Receivables Entity or any Standard Securitization Undertaking, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity and Receivables and Related Assets; and

(17)any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of the Company, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 4.09Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b)The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

67

(1)(a) the incurrence by the Company or any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities which excludes the Notes issued on the date of and pursuant to this Indenture in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $650.0 million less the aggregate principal amount of all Indebtedness incurred under clause (b) of this paragraph plus the amount of any fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses incurred in connection with extending, refinancing, renewing, replacing or refunding any Credit Facility under which Indebtedness is incurred pursuant to this clause (a), and (b) Indebtedness incurred by a Receivables Entity in a Qualified Receivables Transaction that is not recourse to the Company or any of its Restricted Subsidiaries (except for Standard Securitization Undertakings); provided, however, that after giving effect to any such incurrence, the aggregate amount of all indebtedness incurred under this clause (b) and then outstanding does not exceed $650.0 million less the aggregate principal amount of all Indebtedness incurred under clause (a) of this paragraph;

(2)the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3)the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, development, construction, installation or improvement of real or personal property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (whether through the direct acquisition or otherwise of such assets or the acquisition of Equity Interests of any Person owning such assets), in an aggregate principal amount for all Indebtedness, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $30.0 million and 2.0% of Total Assets at any time outstanding;

(5)the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2) through (5), (14), (15) or (17) through (22) of this Section 4.09(b);

(6)the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(A)if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

68

(B)(1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness (other than solely as a result of the creation of a Permitted Lien upon such intercompany Indebtedness) to a Person that is not either the Company or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary; and

(B)any sale or other transfer of any such preferred stock (other than solely as a result of the creation of a Permitted Lien upon such Equity Interests) to a Person that is not either the Company or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9)(i) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; and (ii) the guarantee by a Restricted Subsidiary of the Company of Indebtedness of the Company or another Restricted Subsidiary of the Company incurred in accordance with the terms of this Indenture; provided, in each case, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or any Note Guarantee, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of insurance financing arrangements, take or pay obligations contained in supply agreements, and obligations in respect of, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds, appeal bonds, completion guarantees and similar obligations, payment obligations in connection with self insurance or similar requirements (including Indebtedness represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing) in the ordinary course of business;

(11)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days and obligations in connection with netting services;

69

(12)the incurrence by the Company or of its Restricted Subsidiaries of Indebtedness arising from agreements of the Company or such Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the sale or other disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, whether or not cash, actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(13)the incurrence by the Company or any of its Restricted Subsidiaries of contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(14)the incurrence by a Foreign Subsidiary of additional Indebtedness in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $20.0 million at any time outstanding;

(15)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims or self-insurance; provided, however, that, upon the drawing of such instruments or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(16)Indebtedness of the Company or any of its Restricted Subsidiaries to the extent the proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case, in accordance with this Indenture;

(17)Indebtedness consisting of Permitted Investments of the kind described in clauses (7) and (8) of the definition thereof;

(18)Indebtedness or Disqualified Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness or Disqualified Stock is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further that, after giving effect to such incurrence of Indebtedness or issuance of Disqualified Stock, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, would not be less than such Fixed Charge Coverage Ratio immediately prior to such incurrence or issuance;

70

(19)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in connection with the acquisition of all of the Capital Stock of a Person that becomes a Restricted Subsidiary or all or substantially all of the assets of a Person, in each case, engaged in a Permitted Business having an aggregate principal amount at any one time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed an amount equal to 100% of the net cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company) of its Capital Stock (other than Disqualified Stock) or as a contribution to the equity capital of the Company (other than as Disqualified Stock), in each case subsequent to August 15, 2007;

(20)Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;

(21)to the extent constituting Indebtedness, First Priority Cash Management Obligations; and

(22)the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (22), not to exceed $75.0 million.

For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness or proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company (in its sole discretion) will be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date of its incurrence, and later, from time to time, reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment or accrual of dividends on Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Notwithstanding any provision hereof to the contrary, any net cash proceeds, marketable securities or Qualified Proceeds utilized for any Restricted Payment pursuant to clause (3)(B) of Section 4.07(a), or clauses (2), (5) or (17) of Section 4.07(b), or that are utilized for the incurrence of Indebtedness pursuant to clause (19) of this Section 4.09, shall not be utilized for any Restricted Payment or incurrence of Indebtedness under the other provisions referred to in this sentence. Furthermore, any net cash proceeds utilized for any redemption of Notes pursuant to Section 3.07(a) shall be excluded from, and such net cash proceeds shall not include the net cash proceeds utilized to incur indebtedness under, Section 4.09(b)(19).

The amount of any Indebtedness outstanding as of any date will be:

(1)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

71

(2)the principal amount of the Indebtedness, in the case of any other Indebtedness;

(3)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)the Fair Market Value of such assets at the date of determination; and

(B)the amount of the Indebtedness subject to such Lien of the other Person;

(4)with respect to Indebtedness of others supported by a guarantee of the Company or a Restricted Subsidiary, the lesser of the amount of the primary indebtedness and any stated limit on recourse under the guarantee; and

(5)the amount of the Indebtedness in respect of any Hedging Obligations at any time shall be equal to the amount payable as a result of the termination of such Hedging Obligations at such time.

Section 4.10Asset Sales.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof. For purposes of this provision (but not the definition of Net Proceeds), each of the following shall be deemed to be cash:

(A)any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement that releases the Company or such Restricted Subsidiary from further liability;

(B)any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within 180 days following receipt thereof, converted (including by way of a financing transaction) by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(C)any stock or assets of the kind referred to in clauses (3) or (5) of Section 4.10(b);

72

(D)any Designated Noncash Consideration received by the Company or any Restricted Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 5.0% of Total Assets at the time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value; and

(E)cash held in escrow as security for any purchase price settlement, for damages in respect of a breach of representations and warranties or certain covenants or for payment of other contingent obligations in connection with the Asset Sale.

(b) Within 450 days after the receipt of any Net Proceeds from an Asset Sale (provided that with respect to clauses (3) and (5) of this Section 4.10(b), a binding commitment entered into within such 450 day period shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as such Net Proceeds are applied to satisfy such commitment within 180 days of such commitment; provided further that if any such commitment is cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds), the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1)to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided that if such Senior Debt is not secured by a Lien, the Company (or the applicable Restricted Subsidiary, as the case may be) will, equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes, (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest and Special Interest, if any, on the principal amount of Notes to be repurchased or (C) purchasing Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with applicable securities law;

(2)to repay any Indebtedness of any Restricted Subsidiary that is not a Guarantor (other than any Indebtedness owed to the Company or another Restricted Subsidiary);

(3)to acquire all or substantially all of the assets of, or any Capital Stock of any Person engaged in, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(4)to make a capital expenditure that is used or useful in a Permitted Business;

(5)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(6)to make an Asset Sale Offer by designating such Net Proceeds as “Excess Proceeds” or, to the extent a Change of Control has occurred as a result of such Asset Sale, to make a Change of Control Offer.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

73

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within ten days thereof, the Company will make an Asset Sale Offer in accordance with the procedures set forth in Section 3.09 to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other pari passu Indebtedness properly and validly tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company or such other applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11Transactions with Affiliates.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”), unless:

(1)the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2)the Company delivers to the Trustee:

(A)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the Company with respect to such transaction); and

(B)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million (other than Affiliate Transactions in connection with joint bidding, joint marketing or other similar arrangements for the provision of services in the ordinary course of services in the Permitted Business), an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

74

(b)The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1)any consulting or employment agreement or arrangement, benefit arrangement or plan, incentive compensation plan, stock option or stock ownership plan, employee benefit plan, severance arrangements, expense reimbursement arrangements, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries for the benefit of directors, officers, employees and consultants of the Company or a direct or indirect parent of the Company and payments and transactions pursuant thereto, including, without limitation, those payments described under the captions “Management—Employment Agreements” and “Management—Compensation of Directors” in the Offering Circular or otherwise in the ordinary course of business;

(2)transactions between or among the Company and/or its Restricted Subsidiaries;

(3)transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)payment of reasonable directors fees to directors of the Company or any direct or indirect parent or any Restricted Subsidiary of the Company and the provision of customary indemnification and payment of other reasonable fees, compensation, benefits and indemnifications paid or entered into with directors, officers, employees and consultants of the Company or any direct or indirect parent or any Restricted Subsidiary of the Company;

(5)any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or any contribution to the capital of the Company (other than as Disqualified Stock) and the granting or performance of registration rights in respect of any such Equity Interests;

(6)Restricted Payments and Permitted Investments that do not violate Section 4.07 hereof;

(7)payment of fees and reimbursement of expenses not in excess of the amounts specified in, or determined pursuant to, the Management Agreement as in effect on the date of this Indenture, and the other payments and agreements described above under the caption “Certain Relationships and Related Party Transactions” in the Offering Circular and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Holders of the Notes as determined by the Board of Directors in its reasonable good faith judgment) and the transactions contemplated thereby;

(8)Permitted Payments to Parent;

75

(9)any agreement or arrangements as in effect on the date of this Indenture and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Holders of the Notes as determined by the Board of Directors of the Company in its reasonable good faith judgment) and the transactions contemplated thereby;

(10)loans, guarantees of loans, advances and other extensions of credit to it or on behalf of current and former officers, directors, employees and consultants of the Company, a Restricted Subsidiary of the Company, or a direct or indirect parent of the Company made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of the Company or any direct or indirect parent of the Company or in connection with any relocation costs, in an amount not to exceed $2.0 million in the aggregate at any one time outstanding;

(11)sales or purchases of goods or provision of services, in the ordinary course of business, at terms no less favorable to the Company or the applicable Restricted Subsidiary, as determined in the good faith judgment of the Company, than those available to third party customers or suppliers, to or with an Affiliate which would constitute an Affiliate Transaction solely as a result of the Company or any of its Restricted Subsidiaries being in or under common control with such Affiliate and otherwise in compliance with the terms of this Indenture;

(12)repurchases of the Notes if repurchased on the same terms as offered to Persons that are not Affiliates of the Company;

(13)transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons that are not Affiliates of the Company;

(14)any transactions with a Receivables Entity effected as part of a Qualified Receivables Transaction;

(15)the Transactions, and the payment of all fees and expenses related to the Transactions, in each case, as contemplated by the Offering Circular; and

(16)payments by the Company or any Restricted Subsidiary of the Company to any Principal for any financial advisory, financing, underwriting or placement services, or in respect of any investment banking activities, including, without limitation, in connection with acquisitions and divestitures, which payments are approved by the majority of the Board of Directors of the Company in good faith.

Section 4.12Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any asset (“Primary Lien”), now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Any Lien created for the benefit of the Holders of the Notes pursuant to the immediately preceding paragraph shall automatically and unconditionally be released and discharged upon the release and discharge of the Primary Lien, without any further action on the part of any Person.

76

Section 4.13Business Activities.

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14Corporate Existence.

Subject to Article 5 and Section 10.05 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)its corporate existence, and the corporate, limited liability company, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and

(2)the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries;

provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15Offer to Repurchase Upon Change of Control.

(a)Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to the Trustee and to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1)that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2)the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)that any Note not tendered or accepted for payment will continue to accrue interest;

(4)that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

77

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (to the extent that such unpurchased portion is equal to $2,000 in principal amount or integral multiple of $1,000 in excess thereof).

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

(b)On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions of Notes validly and properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly and properly tendered and not withdrawn; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes validly and properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

78

(c)The provision of this Section 4.15 requiring the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described in this Section 4.15 with respect to a Change of Control, Holders of Notes may not require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization, spin-off or similar transaction.

(d)Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly and properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, they or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.

Section 4.16Reserved.

Section 4.17Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.18Additional Note Guarantees.

If any of the Company’s Restricted Subsidiaries (i) that is a Domestic Subsidiary incurs any Indebtedness in excess of $10.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10), (11), (13), (15) or (17) of Section 4.09(b)) or (ii) guarantees any Indebtedness of the Company or any of the Guarantors, then that Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 20 Business Days of the date on which such Indebtedness is incurred; provided that the foregoing shall not apply to any Receivables Entity or any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture for so long as it continues to constitute an Unrestricted Subsidiary.

Section 4.19Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

79

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would no longer meet the preceding requirements for designation as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1)(a) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period or (b) the Company’s Fixed Charge Coverage Ratio is equal to or greater immediately following such designation than the Company’s Fixed Charge Coverage Ratio immediately preceding such designation, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

ARTICLE 5

SUCCESSORS

Section 5.01Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey (not including any conveyance, if any, resulting solely from the creation of any Lien), lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)either:

(A)the Company is the surviving corporation; or

(B)the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, that, in the case of a Person that is not a corporation, a co-obligor of the Notes is a corporation;

(2)the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee and, if necessary, a supplemental registration rights agreement;

(3)immediately after such transaction, no Default or Event of Default exists;

80

(4)except in the case of a consolidation, amalgamation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the property and assets of the Company and any of its Restricted Subsidiaries to a wholly-owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period:

(A)be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

(B)would have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and

(5)The Company or such surviving Person shall deliver an Opinion of Counsel to the Trustee stating that such merger or consolidation complies with this Indenture.

This Section 5.01 will not apply to:

(1)a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

(2)any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Section 5.02Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, Special Interest, if any, and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

81

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

Each of the following is an “Event of Default”:

(1)default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to, the Notes;

(2)default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3)failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with the provisions of Sections 4.10., 4.15 or 5.01 hereof;

(4)failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;

(5)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default:

(A)is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

(B)results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more;

(6)failure by the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (net of any amounts covered by insurance or pursuant to which the Company is indemnified to the extent that the third party under such agreement does not deny its obligations thereunder), which judgments are not paid, discharged or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed;

(7)except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

82

(8)the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)commences a voluntary case,

(B)consents to the entry of an order for relief against it in an involuntary case,

(C)consents to the appointment of a custodian of it or for all or substantially all of its property,

(D)makes a general assignment for the benefit of its creditors, or

(E)generally is not paying its debts as they become due; and

(9)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

(C)orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02Acceleration.

In the case of an Event of Default specified in clauses (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Upon any such declaration, the Notes shall become due and payable immediately.

83

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes (other than a payment default resulting from an acceleration that has been rescinded).

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes; provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06Limitation on Suits.

Holders of Notes may not enforce this Indenture or the Notes except as provided in this Indenture and the TIA. A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(1)such Holder gives to the Trustee written notice that an Event of Default is continuing;

(2)Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

84

(3)such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4)the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(5)during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

85

Section 6.10Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any and interest, respectively; and

Third:to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but the Trustee need not verify the contents thereof. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of nonmaterial calculations or other facts stated therein.

86

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this paragraph does not limit the effect of paragraph (b) of this Section 7.01 and 7.02;

(2)the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e)No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent (other than an agent who is an employee of the Trustee) appointed with due care.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

87

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f)The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g)The rights, privileges protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(h)The Trustee shall not be charged with knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge thereof, or (ii) the Trustee shall have received notice thereof from the Company or any Holder of Notes.

(i)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of Notes.

88

Section 7.06Reports by Trustee to Holders of Notes.

(a)Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b)A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07Compensation and Indemnity.

(a)The Company and the Guarantors, jointly and severally, will pay to the Trustee from time to time reasonable compensation as the Company and the Trustee shall from time to time agree to in writing for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)The Company and the Guarantors, jointly and severally, will indemnify the Trustee against any and all losses, claims, damage, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be caused by its negligence or bad faith or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c)The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

(d)To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

89

(f)The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10 hereof;

(2)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)a custodian or public officer takes charge of the Trustee or its property; or

(4)the Trustee becomes incapable of acting.

(c)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national association, the successor corporation or national association without any further act will be the successor Trustee.

90

Section 7.10Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and all obligations of the Guarantors upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)the Company’s obligations with respect to such Notes under Article 2 concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes, Section 4.02 and Section 8.05 hereof;

91

(3)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4)this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and Special Interest, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(A)the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

92

(B)since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6)the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7)the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

93

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Company.

The Trustee shall promptly, and in any event, no later than three Business Days, pay to the Company after request therefor, any excess money or non callable Government Securities held with respect to the Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing with respect to the Notes.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Special Interest, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Note:

(1)to cure any ambiguity, defect or inconsistency;

94

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;

(4)to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder of any such Holder;

(5)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6)to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that an officer of the Company certifies in good faith that such provision of this Indenture, the Note Guarantees or the Notes was intended to be a verbatim recitation of a provision of the “Description of Notes”;

(7)to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;

(8)to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;

(9)to comply with the rules of any applicable securities depositary;

(10)to provide for a successor trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or

(11)to add a co-issuer or co-obligor of the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02With Consent of Holders of Notes.

Except as provided in Section 9.01 and below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or Exchange Offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or Exchange Offer for, or purchase of, the Notes).

95

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement, waiver or consent, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the date of or redemption price payable in connection with the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

(3)reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4)waive a Default or Event of Default in the payment of principal of, or interest or premium or Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5)make any Note payable in money other than that stated in the Notes;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on, the Notes;

(7)waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

96

(8)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9)make any change in the preceding amendment and waiver provisions.

Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10

NOTE GUARANTEES

Section 10.01Guarantee.

(a)Subject to this Article 10, each Guarantor and any future Domestic Subsidiaries that are required to become Guarantors under this Indenture as described in Section 4.18 hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that:

97

(1) the principal of, premium and Special Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise (including any interest, if lawful, on the overdue principal of, and interest or Special Interest, if any, on the Notes) and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d)Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

98

Section 10.02Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to the extent applicable.

Section 10.04Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1)immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2)either:

(a)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee and, if necessary, a supplemental registration rights agreement; or

(b)the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

99

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.05Releases.

(a)(i) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition complies with the applicable provisions of this Indenture, including, without limitation, Section 4.10 hereof; provided further that, in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of any Guarantor, such Guarantor is no longer a Restricted Subsidiary of the Company. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b)Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.

(c)Upon Legal Defeasance of this Indenture in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

(d)If such Guarantor is also a guarantor or borrower under the Senior Secured Credit Facility and, at the time of release of its Guarantee, (x) has been or is currently being released from its guarantee of or obligations under, and all pledges and security, if any, granted in connection with the Senior Secured Credit Facility, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10), (11), (13), (15) or (17) of Section 4.09(b) hereof) and (z) does not guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, such Guarantor will be released and relieved of any obligations under its Note Guarantee.

100

(e)In the case of any Restricted Subsidiary of the Company which after the date of this Indenture is required to guarantee the Notes pursuant to Section 4.18, the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Company or any Restricted Subsidiary of the Company or the repayment of all of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, then such Restricted Subsidiary will be released and relieved of any obligations under its Note Guarantee.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1)either:

(a)all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b)all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2)no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(3)the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4)the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

101

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium or Special Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 12.02 Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, New York 11803

Facsimile No.: (516) 694-0658

Attention: John Adamovich, Jr.

102

With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Facsimile No.: (212) 593-5955

Attention: Michael Littenberg, Esq.

If to the Trustee:

The Bank of New York Mellon

101 Barclay Street, 8W

New York, New York 10286

Facsimile No.: (212) 815-5707

Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

103

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Notwithstanding the foregoing, no such Opinion of Counsel shall be given with respect to the authentication and delivery of the Initial Notes.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1)a statement that the Person making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 12.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, partner, manager, agent, member, incorporator (or Person forming any limited liability company) or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Registration Rights Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note and a Note Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

Section 12.08Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

104

Section 12.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 12.11Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.12Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 12.13Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.14Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that the Trustee shall us reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

[Signatures on following page]

105

SIGNATURES

Dated as of August 7, 2008

Aeroflex Incorporated
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President and Chief Executive Officer
Aeroflex Colorado Springs, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex High Speed Test Solutions, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex / Inmet, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex / KDI, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President

Signature page to Indenture

Aeroflex / Metelics, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex Microelectronic Solutions, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex Plainview, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex / Weinschel, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: Vice President
Aeroflex Wichita, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
IFR Finance, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President

Signature page to Indenture

IFR Systems, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
MCE Asia, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
AIF Corp.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Aeroflex Bloomingdale, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President
Micro-Metrics, Inc.
By:	/s/ Leonard Borow
	Name: Leonard Borow
	Title: President

Signature page to Indenture

The Bank of New York Mellon, as Trustee
By:	/s/ Franca M. Ferrera
	Name:Franca M. Ferrera
	Title: Assistant Vice President

Signature page to Indenture

EXHIBIT A1

[Face of Note]

CUSIP/CINS __________

11.75% Senior Notes due 2015

No. ___ $____________

Aeroflex Incorporated

promises to pay to or registered assigns,

the principal sum of __________________________________________________________ DOLLARS on February 15, 2015.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Dated: __________, 200_

AEROFLEX INCORPORATED
By:
	Name:
	Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON,
as Trustee
By:
	Authorized Signatory

A1-1

[Back of Note]

11.75% Senior Notes due 2015

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest. Aeroflex Incorporated, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 11.75% per annum from ________________, 20__ until maturity and shall pay the Special Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest and Special Interest, if any, on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and Special Interest, if any, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest and Special Interest, if any, shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be _____________, 20__. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal on demand at a rate that is equal to 1% per annum in excess of the interest rate then in effect on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest and Special Interest, if any, will be computed on the basis of a 360-day year of twelve 30-day months.

(2)Method of Payment. The Company will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes to the extent that the Holders thereof have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)Paying Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

A1-2

(4)Indenture. The Company issued the Notes under an Indenture dated as of August 7, 2008 (the “Indenture”) between the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. Subject to the covenants set forth in the Indenture, the Company may issue Additional Notes.

(5)Optional Redemption.

(a)Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to August 15, 2011. The Company is not prohibited by the terms of the Indenture, however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture. On or after August 15, 2011, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011		105.8750	%
2012		102.9375	%
2013 and thereafter		100.0000	%

(b)At any time prior to August 15, 2010, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that at least 50% in aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(c)At any time prior to August 15, 2011, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days, prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(d)Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

A1-3

(6)Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)Repurchase at the Option of Holder.

(a)If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will commence an offer, in accordance with the procedures set forth in Section 3.09 of the Indenture, to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness validly and properly tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness validly and properly tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company or such other applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8)Notice of Purchase or Redemption. Notice of purchase or redemption will be mailed at least 30 days but not more than 60 days before the purchase or redemption date to each Holder whose Notes are to be purchased or redeemed at its registered address, except that purchase or redemption notices may be mailed more than 60 days prior to a purchase or redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. No Notes in denominations of $2,000 or less shall be redeemed or purchased in part unless all of the Notes held by a Holder are to be redeemed.

A1-4

(9)Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company will require a Holder to pay all taxes or similar government charges due on transfer or exchange. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(10)Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. Only registered Holders will have rights under the Indenture.

(11)Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes). Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated August 4, 2008, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to comply with the rules of any applicable securities depository, to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with the requirements of the Indenture, or to add a co-issuer or co-obligor of the Notes.

A1-5

(12)Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final and non-appealable judgments for the payment of money that remain undischarged for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee; (viii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency (described in clause (viii) above), all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture or the TIA. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13)Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee, subject to the relevant provisions of the TIA.

(14)No Recourse Against Others. A past, present or future director, officer, employee, partner, manager, agent, member, incorporator (or Person forming any limited liability company) or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees, the Registration Rights Agreement or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note and a Note Guarantee waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

(15)Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

A1-6

(17)Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of August 7, 2008, between the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, between the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(18)CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19)GOVERNING LAW.THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, NY 11803

Attention: John Adamovich, Jr.

A1-7

Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: _______________

Your Signature:

 (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: ___________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-8

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

—Section 4.10 —Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _______________

Your Signature:

 (Sign exactly as your name appears on the face of this Note)

Tax Identification No.:________________________________

Signature Guarantee*: _________________________

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-9

Schedule of Exchanges of Interests in the Global Note *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount  of this Global Note Amount of increase in Principal Amount  of this Global Note Principal Amount  of this Global Note following such decrease  (or increase) Signature of authorized officer of Trustee or  Custodian

*This schedule should be included only if the Note is issued in global form.

A1-10

EXHIBIT A2

[Face of Regulation S Temporary Global Note]

CUSIP/CINS __________

11.75% Senior Notes due 2015

No. ___ $____________

Aeroflex Incorporated

promises to pay to or registered assigns,

the principal sum of __________________________________________________________ DOLLARS on February 15, 2015.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Dated: __________, 200_

AEROFLEX INCORPORATED
By:
	Name:
	Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON,
as Trustee
By:
	Authorized Signatory

A2-1

[Back of Regulation S Temporary Global Note]

11.75% Senior Notes due 2015

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AEROFLEX INCORPORATED.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A2-2

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest. Aeroflex Incorporated, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 11.75% per annum from ________________, 20__ until maturity and shall pay the Special Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest and Special Interest, if any, on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and Special Interest, if any, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest and Special Interest, if any, shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be _____________, 20__. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal on demand at a rate that is equal to 1% per annum in excess of the interest rate then in effect on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest and Special Interest, if any, will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

A2-3

(2)Method of Payment. The Company will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes to the extent that the Holders thereof have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)Paying Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4)Indenture. The Company issued the Notes under an Indenture dated as of August 7, 2008 (the “Indenture”) between the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. Subject to the covenants set forth in the Indenture, the Company may issue Additional Notes.

(5)Optional Redemption.

(a)Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to August 15, 2011. The Company is not prohibited by the terms of the Indenture, however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture. On or after August 15, 2011, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011		105.8750	%
2012		102.9375	%
2013 and thereafter		100.0000	%

(b)At any time prior to August 15, 2010, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that at least 50% in aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

A2-4

(c)At any time prior to August 15, 2011, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days, prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(d)Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)Repurchase at the Option of Holder.

(a)If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will commence an offer, in accordance with the procedures set forth in Section 3.09 of the Indenture, to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness validly and properly tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness validly and properly tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company or such other applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

A2-5

(8)Notice of Purchase or Redemption. Notice of purchase or redemption will be mailed at least 30 days but not more than 60 days before the purchase or redemption date to each Holder whose Notes are to be purchased or redeemed at its registered address, except that purchase or redemption notices may be mailed more than 60 days prior to a purchase or redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. No Notes in denominations of $2,000 or less shall be redeemed or purchased in part unless all of the Notes held by a Holder are to be redeemed.

(9)Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company will require a Holder to pay all taxes or similar government charges due on transfer or exchange. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

(10)Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. Only registered Holders will have rights under the Indenture.

(11)Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes). Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated August 4, 2008, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to comply with the rules of any applicable securities depository, to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with the requirements of the Indenture, or to add a co-issuer or co-obligor of the Notes.

A2-6

(12)Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final and non-appealable judgments for the payment of money that remain undischarged for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee; (viii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency (described in clause (viii) above), all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture or the TIA. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

A2-7

(13)Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee, subject to the relevant provisions of the TIA.

(14)No Recourse Against Others. A past, present or future director, officer, employee, partner, manager, agent, member, incorporator (or Person forming any limited liability company) or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees, the Registration Rights Agreement or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note and a Note Guarantee waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

(15)Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)Additional Rights of Holders. In addition to the rights provided to Holders of Notes under the Indenture, Holders of this Regulation S Temporary Global Note will have all the rights set forth in the Registration Rights Agreement dated as of August 7, 2008, between the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders thereof will have the rights set forth in one or more registration rights agreements, if any, between the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(18)CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19)GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

A2-8

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, NY 11803

Attention: John Adamovich, Jr.

A2-9

Assignment Form

To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: _______________

 

	Your Signature:
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-10

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

—Section 4.10 —Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _______________ 

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:________________________________

Signature Guarantee*: _________________________

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-11

Schedule of Exchanges of Interests in the Regulation S Temporary Global Note

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount [at maturity] of this Global Note Amount of increase in Principal Amount [at maturity] of this Global Note Principal Amount [at maturity] of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian

A2-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, NY 11803

The Bank of New York Mellon

101 Barclay Street, 8W

New York, New York 10286

Re: 11.75% Senior Notes due 2015

Reference is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”), between Aeroflex Incorporated, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________________, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. oCheck if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. oCheck if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Permanent Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

B-1

3. oCheck and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)osuch Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)o such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)osuch Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by a certificate executed by the Transferee in the form of Exhibit D to the Indenture and an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4.  o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

B-2

(a) oCheck if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) oCheck if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) oCheck if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Name of Transferor]
By:
	Name:
	Title:

Dated: _______________________

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) o a beneficial interest in the:

(i)   o 144A Global Note (CUSIP _________), or

(ii)  o Regulation S Global Note (CUSIP _________), or

(iii) o IAI Global Note (CUSIP _________); or

(b) oa Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a) o a beneficial interest in the:

(i)   o 144A Global Note (CUSIP _________), or

(ii)  o Regulation S Global Note (CUSIP _________), or

(iii) o IAI Global Note (CUSIP _________); or

(iv) oUnrestricted Global Note (CUSIP _________); or

(b) oa Restricted Definitive Note; or

(c) oan Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, NY 11803

The Bank of New York Mellon

101 Barclay Street, 8W

New York, New York 10286

Re: Aeroflex Incorporated 11.75% Senior Notes due 2015

(CUSIP ______________)

Reference is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”), between Aeroflex Incorporated, as issuer (the “Company”), the Guarantors party thereto and the Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ¨Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ¨Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(c) ¨Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ¨Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) ¨Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) ¨Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]¨ 144A Global Note, ¨ Regulation S Global Note, ¨ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

C-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

	[Name of Transferor]
By:
	Name:
	Title:

Dated: ______________________

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, NY 11803

The Bank of New York Mellon

101 Barclay Street, 8W

New York, New York 10286

Re: Aeroflex Incorporated 11.75% Senior Notes due 2015

Reference is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”), betweenAeroflex Incorporated, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $____________ aggregate principal amount of:

(a) ¨ a beneficial interest in a Global Note, or

(b) ¨ a Definitive Note,

we confirm that:

1.We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

D-1

4.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
By:
	Name:
	Title:

Dated: _______________________

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of August 7, 2008 (the “Indenture”) between Aeroflex Incorporated, (the “Company”), the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of (including any interest, if lawful, on overdue principal of, and interest or Special Interest, if any, on the Notes), the due and punctual performance of all other Obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[Name of Guarantor(s)]
By:
	Name:
	Title:

E-1

EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of ________________, 200__, between _________________ (the “Guaranteeing Subsidiary”), a subsidiary of Aeroflex Incorporated (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 7, 2008 providing for the issuance of 11.75% Senior Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

3.No Recourse Against Others. No past, present or future director, officer, employee, partner, manager, incorporator (or Persons forming a limited liability company), stockholder or agent or member of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture, the Registration Rights Agreement or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note and a Note Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

4.NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

F-1

EXHIBIT F

5.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-2

EXHIBIT F

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: _______________, 20___

[Guaranteeing Subsidiary]
By:
	Name:
	Title:
Aeroflex Incorporated
By:
	Name:
	Title:
[Existing Guarantors]
By:
	Name:
	Title:
The Bank of New York Mellon,
as Trustee
By:
	Authorized Signatory

F-3

EX-4.4

Execution Version

AEROFLEX INCORPORATED

11.75% Senior Notes due 2015

unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by the Guarantors named on Schedule I hereto

Exchange and Registration Rights Agreement

August 7, 2008

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

EX-5.1

Exhibit 5.1

Moomjian, Waite, Wactlar & Coleman, LLP

100 Jericho Quadrangle, Suite 225

Jericho, New York 11753

December 10, 2008

Aeroflex Incorporated

35 South Service Road

P.O. Box 6022

Plainview, NY  11803 

Ladies and Gentlemen:

We have acted as counsel for each of Aeroflex Incorporated, a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule I hereto (collectively, the “Guarantors”), in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”) by the Company and the Guarantors with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of $225,000,000 aggregate principal amount of 11.75% Senior Notes due February 15, 2015 (the “New Notes”) and the issuance by the Guarantors of guarantees (the “New Guarantees”) with respect to the New Notes.  The New Notes and the New Guarantees are to be offered by the Company and the Guarantors, respectively, in exchange for $225,000,000 in aggregate principal amount of the Company’s outstanding 11.75% Senior Notes due February 15, 2015 and the outstanding guarantees of such notes by the Guarantors.

This opinion is being furnished in accordance with the requirements of Item 601(a)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals, telecopies or copies certified or otherwise identified to our satisfaction of each of the (i) Registration Statement and (ii) the Indenture, dated as of August 7, 2008, among the Company, the Guarantors and The Bank of New York Mellon, as Trustee (the “Indenture”). We have also examined originals, telecopies or copies certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such other agreements, certificates and documents of public officials, officers and other representatives of the Company and the Guarantors and others, as we have deemed necessary as a basis for our opinion set forth below.

We have relied, without independent investigation, as to factual matters on the representations and warranties contained in the Indenture and on certifications of public officials and of officers and other representatives of the Company and the Guarantors.

We have assumed the legal capacity of all natural persons executing the Indenture and such other agreements, certificates or documents, the genuineness of all signatures thereon, the authority of all persons signing the Indenture and such other agreements, certificates and documents on behalf of the parties thereto other than officers and other representatives of the Company and the Guarantors, the authenticity of all documents submitted to us as originals, the conformity to the original of all copies, telecopies, photostatic or conformed copies and the authenticity of the originals of such latter documents.  As to any facts material to this opinion that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and/or the Guarantors.

In rendering the opinions set forth below, we have also assumed that, with respect to parties other than the Company and the Guarantors: (i) each of the Indenture and the New Guarantees has been duly authorized by the parties thereto; (ii) the Indenture has been duly executed and delivered by each party thereto; and (iii) the Indenture constitutes a legal, valid and binding agreement of the parties thereto, enforceable against such parties in accordance with its terms.

Based on the foregoing and such other investigations as we have deemed necessary and subject to the qualifications included in this letter, we are of the opinion that:

1.           Upon the issuance of the New Notes in the manner referred to in the Registration Statement and in accordance with the terms and conditions of and the procedures set forth in the Indenture, the New Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their  terms, except to the extent that the enforceability thereof may be limited by:  (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (b) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

2.           Upon the issuance of the New Guarantees in the manner referred to in the Registration Statement and in accordance with the terms and conditions of and the procedures set forth in the Indenture, the New Guarantees will constitute valid and binding obligations of each of the Guarantors, enforceable against such Guarantors in accordance with their terms, except to the extent that the enforceability thereof may be limited by:  (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (b) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

2

We hereby consent to the filing of this opinion with the SEC as an Exhibit 5.1 to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Moomjian, Waite, Wactlar & Coleman, LLP

Moomjian, Waite, Wactlar & Coleman, LLP

3

SCHEDULE I

Name	State or Other Jurisdiction of Incorporation or Organization
Aeroflex Colorado Springs, Inc.	Delaware
Aeroflex High Speed Test Solutions, Inc.	Ohio
Aeroflex/Inmet, Inc.	Michigan
Aeroflex/KDI, Inc.	Michigan
Aeroflex/Metelics, Inc.	California
Aeroflex Microelectronic Solutions, Inc.	Michigan
Aeroflex Plainview, Inc.	Delaware
Aeroflex/Weinschel, Inc.	Michigan
Aeroflex Wichita, Inc.	Delaware
Aeroflex Bloomingdale, Inc.	New York
Aeroflex International Inc.	Delaware
Aeroflex Properties Corp.	New York
AIF Corp.	Delaware
Comar Products Inc.	New Jersey
IFR Finance, Inc.	Kansas
IFR Systems, Inc.	Delaware
MCE Asia, Inc.	Michigan
Micro-Metrics, Inc.	New Hampshire

4

EX-10.14

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT made as of the __ day of April, 2007, among Aeroflex Incorporated, a Delaware corporation having its principal place of business at 35 South Service Road, PO Box 6022, Plainview, NY 11803, (the “Purchaser”), and James Morgan residing at 16 Cabot Way Bedford, N. H. 03110 (“Morgan”), Fred Gilligan residing at 914 Back Mountain Road, Goffsttown, N. H. 03045 (“Gilligan”), Donna Langan residing at 4 Westway Road, Wayland, MA 01778 (“Langan”), Robert Fallon residing at 810 Washington Street, Stoughton, MA 02072 (who, together with Charles Fallon and Brian Fallon, family members to whom he conveyed an interest in his shares of Micro-Metrics, Inc. common stock, “Fallon”), John R.Williams PO Box 684, Rockport, Maine 04856 (“Williams”), and Ernest Joly, 17620 Caminto Balata, San Diego, California 92128 (“Joly”), as the actual or putative owners of all of the issued and outstanding capital stock of MICRO-METRICS, INC., a New Hampshire corporation having its principal place of business at 54 Grenier Field Road, Building C, Londonberry, NH 03053 (the “Company”). Langan, Gilligan, Fallon, Williams and Joly are collectively sometimes referred to herein as the “Other Stockholders”, and together with Morgan, the “Stockholders”.

W I T N E S S E T H:

A.The Stockholders are the owners of all of the issued and outstanding capital stock of the Company (the Stock”). The Company is engaged in the business of manufacturing and selling microwave diodes and related goods and accessories (the “Business”).

B.The Purchaser and Stockholders have agreed to the sale by the Stockholders to the Purchaser of all of the Stock upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing recitals, which are made a material part of this Agreement and the covenants, warranties and mutual agreements herein set forth, and in reliance upon the representations and warranties contained herein, the parties do hereby agree as follows:

ARTICLE ONE

1. Transfer of Stock.

In reliance on the representations and warranties contained herein and subject to all of the terms and conditions hereof, the Stockholders hereby agree to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Stockholders on the Closing Date, all of the Stock.

ARTICLE TWO

2. Purchase Price.

2.1. Purchase Price. In full consideration of the sale of the Stock to the Purchaser, and subject to the terms and conditions hereinafter set forth, at Closing, the Purchaser shall deliver to the Stockholders the sum of Ten Million ($10,000,000) dollars (the “Purchase Price”) (less the greater of [x] One Million [$1,000,000] dollars or [y] 10% of the Purchase Price as adjusted per Section 2.2 hereof, which shall be delivered to the Escrow Agents as provided in the Escrow Agreement), by wiring to the separate accounts of each of the Stockholders, pursuant to a letter of instruction signed by the Stockholders and provided to the Purchaser prior to the Closing, the pro rata portion of the same to which each Stockholder is entitled based on his or her equity ownership in the Company on the Closing Date, as delineated on Schedule 2.1 hereof (the “Stockholder Allocations”).

2.2. Purchase Price Adjustment.

(a) Not more than two days prior to the Closing Date, the Stockholders shall deliver to Purchaser a detailed statement identifying the amount of Bank Debt existing on the Closing Date, certified by the President of the Company (the “Bank Debt Statement”).

(b) Based on the Bank Debt Statement, an adjustment to the Purchase Price shall be made as follows: (i) the dollar amount by which the Bank Debt on the Closing Date is less than the Debt Target shall be added to the Purchase Price, and (ii) the dollar amount by which the Bank Debt is greater than the Debt Target shall be subtracted from the Purchase Price. The Purchase Price as adjusted pursuant to Section 2.2 is sometimes referred herein as the “Adjusted Purchase Price.”

ARTICLE THREE

3. The Closing.

3.1.Place and Date. The closing of the transactions provided for in this Agreement shall take place at the offices of Moomjian, Waite, Wactlar & Coleman, LLP (or at such other place or manner as the parties may agree upon in writing) contemporaneously with the execution of this Agreement. The closing is referred to in this Agreement as the “Closing” and date of the closing is referred to herein as the “Closing Date”.

3.2.  Documents to be Delivered by the Stockholders.

The Stockholders shall execute and deliver or cause the Company to execute and deliver to the Purchaser the following:

2

(i) duly issued certificates representing all of the Stock duly endorsed in blank, with blank Stock powers attached and with all required Stock transfer stamps attached;

(ii) an Employment Agreement between Morgan and the Company, effective as of the Closing Date substantially in the form annexed hereto as Exhibit A (the “Morgan Employment Agreement”),

(iii) a Lease Agreement for the Business Premises between JFD Realty, Inc, (“JFD”), formed for the purpose by the Stockholders who comprise all of the members thereof, as Lessor, and the Company as Lessee, substantially in the form annexed hereto as Exhibit B (the “Lease”);

(iv) the Escrow Agreement among the Escrow Agents, Purchaser and the Stockholders and/or Stockholders Representative substantially in the form annexed hereto as Exhibit C (the “Escrow Agreement”);

(v) to the extent that this Agreement required the Company to take any action in furtherance of the consummation thereof, a copy of resolutions of the Stockholders authorizing the execution, delivery and performance of this Agreement by the Company, and a certificate of the Company’s secretary or assistant secretary, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect;

(vi) An Agreement among the Stockholders and the Company, which terminates effectively as of the Closing Date, any and all outstanding agreements among the Stockholders and the Company relating to the Stock (collectively, the “Stockholders Agreements”);

(vii) appropriate documentation evidencing: (A) the termination of all of the Company’s stock option agreements and stock option plans; (B) the termination or liquidation of liability accounts #2205 and #2210; (C) the payment in full of all notes receivable from officers of the Company as set forth on Schedule 3.2(vii); (D) the assumption by the Stockholders of a deferred liability for rent in the approximate amount of $114,000 in connection with the lease of a facility by the Company in Rockport, Maine; and (E) the timely and legitimate exercise by Joly of his right to elect to have Stock reissued to him pursuant to a certain Stock Repurchase Agreement dated March 21, 2001 between Joly and the Company .

(viii) written resignations effective as of the Closing Date of such directors, officers, trustees and bank signatories of the Company as the Purchaser may request prior to the Closing Date,

(ix) a certificate dated the Closing Date executed by the Stockholders confirming that, individually and collectively, they have duly performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.

3

(x) all consents required under any of the Scheduled Contracts as a result of the transactions contemplated herein.

(xi) all such receipts, documents and instruments, or copies thereof, certified if requested, to which the Company is entitled and as may be reasonably requested by Purchaser or Purchaser’s counsel.

(xii) all material licenses, permits, consents, approvals, authorizations, qualifications and orders of any Governmental Authority which are necessary for the consummation of the transactions contemplated hereby.

(xiii) long form certificate as of a date not more than ten (10) days prior to the Closing Date attesting to the good standing of the Company as a corporation in its jurisdiction of incorporation.

(xiv) all payoff letters, releases, satisfactions, cancellations, acknowledgements, statements and other appropriate documentation evidencing the termination, liquidation or payment of Bank Debt as reflected in the computation of the Bank Debt Statement, as well as the termination any security interests in, and rights to, the Company’s assets and properties in connection therewith.

(xv) Confidentiality and Non-Competition Agreements by each of the Other Stockholders, containing terms and conditions not inconsistent with Section 6.5 and Article 7.

(xvi) such other documents and instruments as may be reasonably requested by the Purchaser to vest in Purchaser title to the Stock and place Purchaser in possession and control of the Company and its assets.

3.3Documents to be Delivered by the Purchaser.

At the Closing, the Purchaser shall execute and deliver or cause to be executed and delivered to the Stockholders the following:

(i) a copy of resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement by Purchaser, and a certificate of its secretary or assistant secretary, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect;

(ii) the Escrow Agreement;

(iii) the Lease;

(iv) the Morgan Employment Agreement;

4

(v) a certificate by an officer of Purchaser dated the Closing Date confirming that the Purchaser duly performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(vi) all such receipts, documents and instruments, or copies thereof, certified if requested, to which the Stockholders are entitled hereunder and as may be reasonably requested.

(vii) payment of the Adjusted Purchase Price pursuant to Section 2.1.

(viii) Employment letters to Langan and Gilligan setting forth the severance benefits to which they would be entitled in the event their employment with the Company is terminated without just cause after the Closing Date.

3.4Form of Documents. Unless specifically otherwise provided herein, all documents to be delivered pursuant to this Article 3 by one party to the other party to this Agreement shall be in form and substance reasonably satisfactory to such other party and its or their counsel.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

The Stockholders jointly and severally represent and warrant to the Purchaser as of the date hereof as follows:

4.1.Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Hampshire and has all corporate power and authority to own, lease and operate its properties and assets and to carry on the Business as now being conducted. The Company is duly qualified or licensed and in good standing in each jurisdiction where the nature of the activities conducted by it or the character of the property or assets it owns, leases or operates, makes such qualification or licensing necessary, except in jurisdictions where the failure to be so duly qualified or licensed and in good standing has not had, and would not have, a Material Adverse Effect.

4.2.Authorization of Agreements. The Stockholders have the requisite legal capacity, power and authority to execute, deliver and enter into this Agreement and the Related Documents and to perform their respective obligations under this Agreement and the Related Documents. This Agreement and each of the Related Documents, respectively, (i) has been duly executed and delivered by the Stockholders (or the Stockholders’ Representative) and (ii) constitutes the binding obligations of the Stockholders enforceable against them in accordance with its respective terms, except as the enforcement thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitably remedies.

5

4.3.Subsidiaries. The Company has no Subsidiaries. The Company owns no interest, directly or indirectly, and has no commitment to purchase any interest, direct or indirect, in any other corporation, partnership or enterprise.

4.4.Capital Stock. The Stock constitutes all of the authorized, issued and outstanding capital stock of the Company. There are no other equity interests in the Company. There has not been any change in the authorized, issued and outstanding capital stock of the Company from and after the Balance Sheet Date. All of the outstanding capital stock of the Company has been duly authorized and is validly issued, fully paid and non-assessable and is owned by the Stockholders. All outstanding capital stock of the Company was issued in compliance with the certificate of incorporation and by-laws of the Company and with Applicable Law. The Stockholders have and on the Closing Date will convey to the Purchaser, good, valid and marketable title to the Stock, free and clear of any Liens. Except as set forth on Schedule 4.4, there are no rights (whether by law, preemption, contracts or otherwise), subscriptions, warrants, options, conversion rights, commitments, understandings, arrangements or agreements of any kind authorized or outstanding to purchase or otherwise acquire from the any of the Stockholders, the Company or any other Person, any capital stock, or other securities or obligations of any kind convertible into or exchangeable for any capital stock of the Company or any other equity interest in the Company. There is no proxy, or any agreement, arrangement or understanding of any kind authorized or outstanding which restricts, limits or otherwise affects the ability to transfer or the right to vote any of the Stock.

4.5No Conflicts. The execution, delivery and performance of this Agreement and the Related Documents and any other agreement or document contemplated herein or therein and the consummation of all of the transactions contemplated hereby and thereby: (i) do not and will not, with or without the giving of notice or the passage of time or both, violate or conflict with, or result in, a breach of any provision of the certificate of incorporation or by-laws of the Company; and (ii) do not and will not require the consent, waiver, approval, or authorization of, or registration, declaration or filing with, any Person or Governmental Authority; and (iii) do not and will not, with or without the giving of notice or the passage of time or both, violate or conflict with, or result in, a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of, the performance required by the terms of, or result in, or give to any Person any right of payment or reimbursement under, or termination, cancellation, modification or acceleration of, or result in the creation of any Liens, except Permitted Liens, upon any of the assets or properties of the Company pursuant to, or otherwise give rise to any liability or obligation under, the certificate of incorporation or by-laws of the Company, any agreement (including, without limitation, any Scheduled Contract, or any other agreement or instrument or any Order or statute or regulation to which any of the Stockholders or the Company is a party or by which any of the Stockholders or the Company or any of their assets may be bound or governed; and (iv) will not terminate or result in the termination of any such agreement or instrument, or in any way affect or violate the terms and conditions of, or result in the cancellation, modification, revocation or suspension of any rights of the Company.

6

4.6Financial Statements.

(a) Attached hereto as Schedule 4.6(a) are copies of (i) the Balance Sheet and (ii) the audited balance sheet and income statements for the Company for the year ended December 31, 2006, which have been provided to Purchaser (together with the Balance Sheet, the “Financial Statements”).

(b) The Financial Statements (i) are complete, true and correct in all material respects; (ii) present fairly the financial position and results of operations of the Company as of the dates thereof and for the periods then ended; and (iii) have been prepared in accordance with GAAP, applied on a consistent basis, except to the extent that the Balance Sheet lacks certain footnotes that would be required for a complete presentation in accordance with GAAP.

(c) Other than to the extent disclosed or reserved for in the Balance Sheet, or otherwise disclosed in the Schedules to this Agreement, the Company has no Liabilities, commitments or obligations of any nature whatsoever (whether accrued, absolute, contingent, known, unknown, asserted, unasserted or otherwise, and whether due or to become due) except Liabilities, commitments and obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which do not exceed, in the aggregate, $50,000.

(d) The books of account and other financial records of the Company are complete and accurate in all material respects and have been properly maintained in all material respects in accordance with Applicable Law.

4.7Taxes.

(a) True and correct copies of the Company’s federal and state corporate income tax returns, (“Tax Returns”), for the tax years ended December 31, 2003 through December 31, 2006 have been delivered to, or made available for inspection by, the Purchaser. All Tax Returns of the Company have been timely filed, and each such Tax Return is true, correct and complete in all material respects.

(b) All Liabilities of the Company to any jurisdiction for Taxes, fees or assessments payable to a Governmental Authority of every kind and nature, including interest thereon and penalties with respect thereto and Taxes payable under Treasury Regulation section 1.1502-6 or similar provisions under state, local or foreign law for the period ended December 31, 2006, have been timely paid by the Company or are accrued and provided for in accordance with GAAP in the Financial Statements for the period ended December 31, 2006. The Company has timely paid all Taxes due during the period from the Balance Sheet Date through the Closing Date. The Company has paid all franchise Taxes payable in the State of New Hampshire for the period through the Closing Date.

(c) Except as otherwise set forth in Schedule 4.7(c), the Tax Returns of the Company have not been audited by any Governmental Authority during the past three years. Neither the Internal Revenue Service nor any other Governmental Authority has proposed any additional Taxes with respect to the Company or for which the Company may be liable or with respect to the Business. There are no pending or, to the Knowledge of the Stockholders, threatened, claims or assessment for Taxes. There are no pending or, to the Knowledge of the Stockholders, threatened, examinations with respect to Taxes by any Governmental Authority.

7

(d) Except as set forth on Schedule 4.7(d), the Company has not granted any waivers of any statutes of limitation with respect to any Taxes for any fiscal year. The Company has not requested any extension of time within which to file any currently unfiled Tax Returns.

(e) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the properties or assets of the Company.

(f) The Company is not liable for Taxes of any other Person and is neither currently under any contractual obligation nor a party to any tax sharing agreement or other agreement providing for payments by the Company with respect to Taxes.

(g) The Company, as of the Closing Date, has not agreed, and will not be required, as a result of a change in method of accounting or otherwise, to include any adjustment under Code section 481 (or any corresponding provision of state, local or foreign law) in taxable income for any period after the Closing Date.

(h) To the Knowledge of Stockholders, Schedule 4.7(h) lists all of the jurisdictions where the Company has been required or obligated to file Tax Returns, and except as set forth in Schedule 4.7(h), for the past five years, no written claim has been made by a Governmental Authority in a jurisdiction where the Company does not currently file Tax Returns that the Company may be subject to taxation by that jurisdiction.

(i) The Company is not a party to any Contract, arrangement or plan that has resulted or could result separately, or in the aggregate, in the payment of an excess parachute payment within the meaning of Code Section 280G (or corresponding provision of state, local or foreign law).

(j) Except as set forth on Schedule 4.7 (j), the Company has properly classified its workers as either employees or independent contractors for federal, state, local and foreign tax purposes and otherwise has provided to them accordingly appropriate Forms W-2 or 1099 for any payments made to them during the last 5 years.

4.8.Litigation. Except as set forth on Schedule 4.8, there is no suit, claim, action, proceeding or investigation pending or, to the Knowledge of Stockholders, threatened by or against the Company before any Governmental Authority, in each case, (i) that individually, or in the aggregate, by its existence or as a result of its outcome could (A) have a Material Adverse Effect, (B) prevent, hinder or delay the execution and performance of this Agreement or the consummation of the transactions contemplated hereby, or (C) result in this Agreement being declared unlawful or cause the rescission of any of the transactions contemplated hereby or (ii) in which the amount of damages claimed exceeds $25,000, or which could result in an award or judgment against the Company in an amount greater than $25,000, and the Stockholders have no knowledge of any circumstances which reasonably could be expected to result in such a claim, action, suit, proceeding or investigation against the Company.

8

4.9Compliance with Applicable Law. The Company hold all permits, licenses, variances, exemptions, Order and approvals of all Governmental Authorities necessary for the lawful conduct of the Business in the same manner and extent to which it is currently conducted, except where failures to hold such permits, licenses, variances, exemptions, orders and approvals would not, individually or in the aggregate, have a Material Adverse Effect. Within the last three (3) years, the Company has not been charged with, or received notice of, any material violation of any Applicable Law, nor, to the Knowledge of the Stockholders, is there any threatened claim of such violation (including any investigation) or any basis therefor. Within the last three (3) years, the Company has conducted the Business in compliance in all material respects with Applicable Law.

4.10. Labor Matters.

(a) There are no pending or, to the Knowledge of the Stockholders, threatened, charges, complaints, petitions or written grievances before any Government Authority relating to, or predicated upon, a violation of Applicable Law by the Company regarding employment, employment practices and terms and conditions of employment, including charges of unfair labor practices, unlawful discharge, discrimination, harassment or hostile work environment with respect to any of the Company’s employees, which charges, complaints, petitions or grievances have had or could have, individually or in the aggregate, a Material Adverse Effect, nor to the Knowledge of the Stockholders, is there any basis for any such charges, complaints, petitions or grievances. The Company is not a party to any collective bargaining agreement or other labor union contract applicable to the Company’s employees. To the Knowledge of the Stockholders, no activities or proceedings of any labor union to organize any of the Company’s employees have occurred. Within the last three (3) years, no strikes, slowdowns, work stoppages, lockouts have occurred nor, to the Knowledge of the Stockholders, have there been any threats thereof.

(b) No key employee, or group of employees or any executive of the Company (A) has given written notice of his or her intention to resign prior to the Closing Date or within 12 months after the Closing Date or, to the Knowledge of the Stockholders, is intending to do so; or (B) would become entitled to any rights (including as to compensation) as a result of the Company entering into or the consummation of any of transactions contemplated by this Agreement.

(c) There are no outstanding Orders or charges against the Company under any occupational health or safety legislation and, to the Knowledge of the Stockholders, none has been threatened. All material levies, assessments and penalties made against the Company pursuant to any applicable workers compensation legislation as of the date hereof have been paid by the Company and the Company has not been reassessed under any such legislation.

4.11.No Adverse Changes. Except as set forth on Schedule 4.11, since December 31, 2006: (1) the Business of the Company has been conducted only in the Ordinary Course of Business; (ii) there has been no change in the condition (financial or otherwise), assets, liabilities, business, operations, affairs or prospects of the Company other than changes in the Ordinary Course of Business, none of which singly, and no combination of which in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect (other than any change which has had a Material Adverse Effect resulting from general market conditions); and (iii) there has been no damage, destruction or loss or other occurrence or development, which, either singly or in the aggregate, has had a Material Adverse Effect, and, to the Knowledge of the Stockholders, there is no threatened occurrence or development which could reasonably be expected to have a Material Adverse Effect.

9

4.12.Conduct of Business. Since the December 31, 2006, except as set forth on Schedule 4.12, the Company has not: (i) created or incurred any Liability outside of the Ordinary Course of Business; (ii) mortgaged, pledged or subjected, to any Liens, except Permitted Liens, any of its properties, real or personal, or assets, tangible or intangible; (iii) discharged or satisfied any Lien or paid any obligation or Liability other than current Liabilities shown on the Balance Sheet that were paid in the Ordinary Course of Business, and Taxes and current Liabilities incurred since the Balance Sheet Date in the Ordinary Course of Business or under Contracts entered into in the Ordinary Course of Business; (iv) waived, released or compromised any claims or rights of material value under, or terminated or materially modified, any Scheduled Contract; (v) entered into any settlement, compromise or consent with respect to any claim, proceeding or investigation; (vi) sold, assigned, transferred, leased or otherwise disposed of any of its assets, tangible or intangible, or canceled any debts or claims except, in each case, for fair consideration in the Ordinary Course of Business; (vii) except for the Agreed Dividend, declared or paid any dividends, or made any other distribution on or in respect of, or directly or indirectly, purchased, retired, redeemed or otherwise acquired any shares of its capital stock, paid any notes or open accounts or paid any amount or transferred any asset to any Stockholder; (viii) made or become a party to, or become bound by, any Contract or renewed, extended, amended, modified or terminated any Contract or which in any one case involved an amount in excess of $10,000 (or in the aggregate an amount in excess of $50,000, but excluding therefrom the amount of Scheduled Contracts entered into in the Ordinary Course of Business); (ix) adopted or (except as otherwise required by Applicable Law) amended any Employee Benefit Plans, or paid, agreed to pay or entered into or modified any contract requiring it to pay, other than pursuant to an existing written agreement, any bonus, extra compensation, pension or severance pay to any of its officers or employees, or increased the rate or altered the form of compensation, including, without limitation, salaries, fees, commission rates, bonuses, profit sharing, incentive, pension, retirement or other similar payments, from that being paid during the year ended December 31, 2006 to any of its directors, officers or employees; (x) increased the compensation, fees or other remuneration payable or to become payable to any of its independent contractors, consultants or agents; (xi) issued or sold any shares of the capital stock or securities convertible into shares of its capital stock; (xii) announced or effected any material change in the form or manner of distribution of any of its products or services; (xiii) made deliveries or provided performance of services in connection with its backlog of orders other than in the Ordinary Course of Business; (xiv) made or effected any material change in the Company’s practice of pricing, discounting for sales of finished goods, ordering supplies and raw materials, shipping finished goods, accepting returns or honoring warranties, invoicing customers and collecting receivables; (xv) materially changed any of its accounting methods or principles used in recording transactions on its books or records or in preparing the Financial Statements; (xvi) took or failed to take any action that could reasonably be expected to have a Material Adverse Effect except as may have been warranted in the good faith business judgment of the Company in the Ordinary Course of Business; (xvii) incurred any Indebtedness for money borrowed; (xviii) entered into any Contract or commitment to do any of the foregoing; (xvii) incurred any Indebtedness for money borrowed; or (xix) entered into any other transaction or taken any other action not in the Ordinary Course of Business (except for transactions contemplated by this Agreement).

10

4.13.Title to and Condition of Assets. Except as set forth on Schedule 4.13, the Company has good, valid and marketable title to all of the assets and all of the personal and real property owned by it and valid leasehold interests in all of the assets and all of the real and personal property leased by it, free and clear of all Liens except Permitted Liens. The Company owns all of its equipment free and clear of all Liens except Permitted Liens. None of the Company’s assets is subject to any sublease, sublicense or other agreement granting to any other Person any right to the use or enjoyment of such assets. Other than those of the Company’s assets which are leased or licensed as set forth on Schedule 4.13, there are no assets used by the Company which are owned by any third party. Except as set forth on Schedule 4.13, all of the assets, properties and specialized operating systems owned, leased or licensed by the Company (i) are sufficient and adequate to carry on the Business of the Company as conducted prior to the Closing Date including the performance of all of the Scheduled Contracts in effect on the Closing Date, (ii) have been maintained in accordance with applicable industry standards or as otherwise required by any lease of other agreement and currently are in a good state of maintenance, repair and operating condition as required for the operation and use thereof in the Ordinary Course of the Business; and (iii) comply in all material respects with Applicable Law and with the terms and conditions of all leases and other agreements affecting or relating to any such property.

4.14. Real Property.

(a) Title to the Business Premises having been conveyed or transferred to JFD on or before the Closing Date, the Company does not currently own any Real Property. Schedule 4.14(a) contains a list of all real property leased by the Company (“Leased Real Property” and together with the Business Premises, the “Real Property”).

(b) Except as set forth in Schedule 4.14(b):

(i) At the Closing, having acquired the same from the Stockholders or the Company in the manner described on Schedule 4.14(b)(i), JFD will have good and marketable title to the Business Premises, free and clear of any Liens except Permitted Liens;

(ii) there are no condemnation proceedings, lawsuits, or administrative actions relating to the Business Premises pending or threatened in writing;

(iii) the buildings and improvements on the Business Premises are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not encroach on any easement, and the land does not serve any adjoining property for any purpose, and the parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained, except in each case as would not have a Material Adverse Effect.

11

(iv) each facility located on the Business Premises has received all approvals of the appropriate Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof, and has been operated and maintained in accordance with Applicable Law;

(v) each facility located on the Business Premises is supplied with utilities and other services necessary for the operation of such facility, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all Applicable Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; and

(vi) the Business Premises has the benefit of all necessary rights and easements required for the continued use of the same for the business purposes of the Company and such rights are not subject to any restriction, limitation or the right of any other Person to determine the same.

(c) The Stockholders have delivered to Purchaser true and correct and complete copies of the leases and subleases listed in Schedule 4.14(a) (as amended to date), which such leases and subleases have not been amended or modified since the amendments furnished. With respect to each lease and sublease listed on Schedule 4.14(a):

(i) The Company enjoys quiet possession under all such leases or subleases;

(ii) each lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;

(iii) all of the terms and conditions of each lease or sublease have been observed or performed in all material respects and, to the Knowledge of the Stockholders, no party to any such lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification, or acceleration hereunder.

(iv) The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any of the identified leaseholds or subleaseholds;

(v) all facilities leased or subleased by the Company, (A) to the Knowledge of the Stockholders, have received all material approvals of Governmental Authorities required in connection with the operation thereof and (B) have been operated and maintained by the Company in all material respects in accordance with Applicable Law; and

12

(vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the Ordinary Course of Business of the Company.

(vii) all improvements or alterations on Leased Real Property have been made in accordance with the terms of the pertinent Leases and Applicable Law and, except as set forth on Schedule 4.14(c) (vii), there is no obligation on the part of the Company to remove any of such alterations or improvements at the conclusion of the term of such Lease or otherwise.

(d) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no structural, electrical, mechanical, plumbing, roof, paving or other defects in any improvements located on any Real Property currently owned, leased or otherwise occupied, by the Company.

(e) Except as set forth on Schedule 4.14(e), all of the Real Property is occupied solely by the Company and is being used exclusively for, and in connection with, the Business. None of the Real Property is subject to any Contract or understanding for its use by any Person other than the Company.

4.15. Environmental Compliance.

Except as set forth in Schedule 4.15:

(i) The Business Premises and all of the Leased Real Property (while owned, leased, occupied or operated by the Company) have been and currently are in compliance with all Environmental Laws;

(ii) There has been no Release or Hazardous Discharge into, on, from or under any of the Real Property or any real property formerly owned, leased or operated by the Company.

(iii) There are no pending or, to the Knowledge of the Stockholders, threatened, Environmental Actions against the Company or against any of the owners or operators of any facilities that received solid waste or Hazardous Substances generated by the Company.

(iv) No Real Property that has been or currently is being leased, occupied, or operated by the Company has been, or is being used now by the Company for the generation, storage, manufacture, use, transportation, disposal or treatment of Hazardous Substances, except in material compliance with Environmental Laws;

(v) The Company currently maintains all Environmental Permits necessary for the operation of the Business and the Company has been and is in compliance with such Environmental Permits, and there are no legal proceedings pending or threatened to revoke such Environmental Permits;

13

(vi) The Company is not subject to any outstanding Order or a party to any agreement with any Governmental Authority or third party with respect to Environmental Laws or Remedial Action;

(vii) There are no claims, actions or proceedings by any of the Company’s current or former employees pending, or to the Knowledge of the Stockholders, threatened, based on alleged injury to such employee’s health caused by exposure to any Hazardous Substance; and

(viii) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will impose any obligations for site investigation or cleanup, or to notify or obtain the consent of any Governmental Authority or third parties under any Environmental Laws (including any so-called “transaction-triggered” or “responsible property transfer” laws and regulations).

4.16.Intellectual Property and Information Technology.

(a) All Intellectual Property currently used by the Company in the conduct of the Business is either owned by or validly licensed to the Company and is listed in Schedule 4.16(a).

(i) the Company has not been alleged to have infringed upon, misappropriated or misused any Intellectual Property or proprietary information of another Person and, to the Knowledge of the Stockholders, the Company is not doing so.

(ii) to the Knowledge of the Stockholders, no Person is infringing upon, misappropriating, misusing or otherwise violating the Company’s rights to the Intellectual Property or its proprietary information.

(b) The Intellectual Property is sufficient and appropriate for the Business as conducted currently by the Company. No Intellectual Property other than that owned or licensed by the Company is required for the Business as presently conducted. The Intellectual Property owned by the Company is free and clear of any Liens except Permitted Liens. No Intellectual Property that is material to the Business has been (i) licensed by the Company to any third party or (ii) if a Trade Secret, disclosed to any third party other than pursuant to a non-disclosure or confidentiality agreement or such other agreement intended to protect the Company’s proprietary rights therein.

(c) All Information Technology used by the Company in the conduct of the Business and all material agreements or arrangements relating to the maintenance and support, security, disaster recovery management and utilization (including facilities management and computer bureau services agreements) of the Information Technology are described on Schedule 4.16(b).

14

(d) All Information Technology currently used by or required to carry on the Business and fulfill the Scheduled Contracts is either owned by or validly leased or licensed to the Company.

(e) The Information Technology owned or used by the Company in the conduct of the Business has the capacity and performance necessary to fulfill the requirements it currently performs.

(f) The consummation of the transactions contemplated by this Agreement will not result in the diminution, license, transfer, termination or forfeiture of the Company’s rights in and to any of the Intellectual Property or the Information Technology currently used by the Company in the conduct of the Business.

4.17.Brokers. Except as set forth on Schedule 4.17, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of the Stockholders.

4.18.Material Contracts.

(a) Schedule 4.18(a) the lists all Contracts as of March 31, 2007 having a value of $100,000 or more to which the Company is a party or its assets or properties are bound and which have not, as of the date hereof, been terminated or fully performed (“Material Contracts”). A true, correct and complete copy of each such Material Contract has been made available to Purchaser. To the Knowledge of the Stockholders, all of such Material Contracts are fully performable by the Company in accordance with their terms.

(b) Except as disclosed on Schedule 4.18(b), regardless of whether oral or written, the Company is not a party to, or bound by, any of the following:

(i) any Contracts providing for employment or consultation services with or by the Company;

(ii) any license, franchise or royalty Contracts;

(iii) any Contracts pursuant to which any Lien (other than Permitted Liens) has been imposed on any of the Company’s properties or assets;

(iv) any Contracts (other than this Agreement) providing for (A) the future disposition or acquisition of any of the Company’s properties or assets other than dispositions or acquisitions of Inventory in the Ordinary Course of Business or of assets having a fair market value of $50,000 or less, and (B) any merger or other business combination involving the Company or the Stock;

(v) any Contract that limits or contains restrictions on the ability of the Company to incur or suffer to exist any Lien, to purchase or sell any assets, to change the lines of business in which it participates or engages or to engage in any merger or other business combination;

15

(vi) any Contracts (excluding outstanding warranty obligations of the Company) that (A) involve the payment, pursuant to the terms of any such Contract, (1) by the Company of more than $25,000 annually or (2) to the Company of more than $25,000 annually and (B) cannot be terminated within ninety (90) days after giving notice of termination without resulting in any material cost or penalty to the Company;

(vii) any bid, tender, proposal or offer which, if accepted, will result in the Company becoming a party to any agreement or arrangement in which the aggregate payments to be received or paid by the Company would exceed $100,000;

(viii) a lease or lease purchase agreement, mortgage, conditional sale or title retention agreement, indenture, security agreement, credit agreement, pledge or option with respect to any property, real or personal (tangible or intangible), in any capacity;

(ix) Contracts for the purchase, provision or use of services, materials, supplies, inventory, machinery or equipment involving more than $50,000 in the aggregate;

(x) a note, loan, credit or financing agreement or other Contract for money borrowed or other evidence of Indebtedness of the Company, all related security agreements and collateral documents, including any agreement for any commitment for future loans, credit or financing, and all other agreements that create a Lien other than Permitted Liens on any property or asset;

(xi) a guarantee involving the Company or any of the Stockholders relating to the Company’s obligations;

(xii) any distribution, brokerage (including, without limitation, any brokerage or finder’s agreement or arrangement with respect to any of the transactions contemplated by this Agreement) or advertising Contracts;

(xiii) Contracts with investment bankers, accountants, attorneys, consultants or other independent contractors, including those relating to this Agreement;

(xiv) agreements or Contracts with or among any of the Stockholders, former stockholders, current or former directors or officers of the Company or any Affiliates of such Persons;

(xv) Contracts or arrangements which restrict the Company from engaging or competing in any business or in any location or from soliciting clients, employees or other service providers or which requires the Company to maintain the confidentiality of any material matter.

(xvi) any sales or agency agreements not cancelable within 60 days;

16

(xvii) Partnership or joint venture agreements;

(xviii) Contracts containing a change of control or acceleration of performance provision that would be triggered by the closing of the transactions contemplated by this Agreement.

(xix) a Tax sharing arrangement with any Person pursuant to which the Company or the Purchaser will have to make any payments based on the transactions contemplated by this Agreement and

(xx) Contracts not made in the Ordinary Course of Business;

(c) The Stockholders have made available for inspection by the Purchaser, a copy of each written contract, agreement and other document (and has described each oral commitment or arrangement) listed in Schedule 4.18(a) or 4.18(b) hereto and all amendments thereto and any waivers granted thereunder, correct and complete in all material respects (collectively, the “Scheduled Contracts”). Except as specifically set forth on Schedules 4.18(a) and 4.18(b), the sale of the Stock to the Purchaser and the consummation of the other transactions contemplated by this Agreement are not a violation of, or grounds for, the modification or cancellation of any of the Scheduled Contracts or for the imposition of any penalty or the default of any security interests thereunder.

(d) Except as described in Schedule 4.18(d) hereto, to the Knowledge of the Stockholder, all Scheduled Contracts are valid and binding agreements, in full force and effect and enforceable in accordance with their respective terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. Except as described in Schedule 4.18(d), there is not, under any Scheduled Contract or any obligation, or covenant or condition contained therein, any existing default or breach by the Company, or, to the Knowledge of the Stockholders, by any other party, or any event, condition or act (including the consummation of the transactions contemplated by this Agreement) which, with the giving of notice, the lapse of time, or the happening of any other event or condition, (i) would constitute a default under, or a breach of, any provision of any Scheduled Contract or (ii) would permit the acceleration of any obligation of any party to any Scheduled Contract or the creation of a Lien other than Permitted Liens upon any of the Company’s assets. The Company has not assigned, delegated or otherwise transferred any of its rights or obligations with respect to any Scheduled Contract except in the Ordinary Course of Business. Except as set forth on Schedule 4.18(d), no party thereto has notified the Company of its intention to terminate or cancel any Scheduled Contract.

4.19.Inventory. Schedule 4.19 hereto sets forth a summary of the entire inventory of the Company as of the Balance Sheet Date, as reflected on the Balance Sheet (the “Inventory”). The Inventory summarized in Schedule 4.19 and all additions thereto acquired since the Balance Sheet Date and on hand as of the Closing (not having been disposed of since the Balance Sheet Date in the Ordinary Course of Business) are in all material respects of a quantity and quality usable or saleable in the Ordinary Course of the Business, except as set forth on Schedule 4.19, subject to the applicable reserve on the Balance Sheet. All additions to the Inventory acquired since the Balance Sheet Date were acquired in the Ordinary Course of Business. Finished goods in Inventory and the additions thereto conform to published specifications, are free from material defects and are marketable and saleable in the Ordinary Course of Business. All Inventory not written off or reserved against has been recorded on the books of the Company at the lower of cost or market value determined in accordance with GAAP, except as set forth on Schedule 4.19.

17

4.20.Accounts and Notes Receivable/Payable. Except as set forth on Schedule 4.20, all accounts and notes receivable of the Company as of the Balance Sheet Date or thereafter acquired by the Company have arisen in the Ordinary Course of Business, represent valid obligations to the Company arising from bona fide transactions in the Ordinary Course of Business and, except as set forth on Schedule 4.20, are not subject to claims or set-offs or other defenses or counterclaims. All accounts and notes payable by the Company as of the Balance Sheet Date arose in bona fide transactions in the Ordinary Course of Business. All items which are required by GAAP to be reflected as receivables and payables on the books and records of the Company are so reflected in a manner consistent with past practice.

4.21.Insurance. Immediately prior to the Closing, the assets, properties and operations of the Company were insured under various policies of insurance. The Stockholders have delivered or otherwise made available to Purchaser previously complete and correct copies of such insurance policies. All such policies are in full force and effect, no notice of cancellation has been received, and there is no existing material default, or event which with the giving of notice or lapse of time or both, would constitute a material default, by any insured hereunder. To the Knowledge of the Stockholders, there currently is no basis for an insurance claim by the Company, under any of such policies.

4.22.Product Warranties, Defects and Liabilities. There exists no pending or, to the Knowledge of the Stockholders, threatened, action, suit, inquiry, proceeding or investigation by or before any Governmental Authority relating to any product alleged to have been manufactured, distributed or sold by the Company, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty, and, to the Knowledge of the Stockholders, there exists no latent defect in the design or manufacture of any of the products of the Business. There exists no pending or, to the Knowledge of the Stockholders, threatened, product liability or warranty claims against the Company, except to the extent reserved for specifically on the Balance Sheet, and to the Knowledge of the Stockholders, there is no reasonable basis for any such suit, inquiry, action, proceeding, investigation or claim. Except as set forth in Schedule 4.22, there are no express product or service warranties relating to the Company’s products or services.

4.23.Affiliate Transactions. The Company is not a party to, or bound by, any Contract with any of its Affiliates, other than on arms-length terms which are no less favorable to the Company than those which could be obtained with a third party which is not an Affiliate. No Affiliate of the Company owns or otherwise has any rights to or interests in any of the Company’s properties and assets.

18

4.24.Distributors, Customers and Suppliers.

Except as described in Schedule 4.24(b), there are no Contracts to which the Company is a party under the terms of which (i) the Company is obligated to purchase any product or services from, or sell any product or services to, any other Person on an exclusive basis with respect to any geographic area or group of potential customers; or (ii) any other Person is similarly obligated to the Company.

4.25.Employees.

(a) Except as set forth on Schedule 4.25(a), each employee of the Company is employed on an at-will basis. Except as set forth on Schedule 4.25(a), the Company has not promised or represented or distributed any written material to any of the directors, officers, employees, consultants, agents or representatives of the Company that any of such Persons will be employed or engaged by or receive any particular benefits from (i) the Company or any of its Affiliates or (ii) the Purchaser or any of its Affiliates, in each case on or after the Closing Date. To the Knowledge of the Stockholders, no key employee and no group of employees of the Company has any plans to terminate or modify their status as an employee or employees of the Company (including upon consummation of the transactions contemplated hereby).

(b) Schedule 4.25(b) sets forth a true, complete and correct list of all, independent contractors and consultants of the Company as of the Closing Date. Schedule 4.25(b) also set forth a true, complete and correct list of all outstanding loans to officers or employees. All income taxes, social security, unemployment and other taxes due and payable have been timely withheld by the Company from its employees for all periods in compliance with Applicable Law. Federal, state, local and foreign Tax Returns, as required by Applicable Law, have been filed by the Company for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid, together with any interest and penalties that are due as a result of the Company’s failure to file such returns when due, and pay, when due, the amounts shown thereon to be due.

(c) Except as set forth on Schedule 4.25(c), all obligations to individuals who are or have been directors, officers, employees, independent contractors, consultants, agents or representatives of the Company for wages, reimbursements, fees, commissions, bonuses, retirement, severance, deferred compensation, incentive, stock option, vacation, unemployment and other payments, distributions and benefits, and all contributions (voluntary or otherwise) to any payments under all employee benefit plans, have been paid in the Ordinary Course of Business through the Closing Date.

4.26. Benefit Plans.

(a) Schedule 4.26(a) hereto sets forth a true and complete list of each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) maintained by the Company, or any trade or business under common control with the Company within the meaning of Section 4001(a)(14) of ERISA (each, an “ERISA Affiliate”) or to which the Company or an ERISA Affiliate contributes or is required to contribute, in each case in which the Company’s employees participate (such employee welfare benefit plans being hereinafter collectively referred to as the "Welfare Benefit Plans"). With respect to each Welfare Benefit Plan, all contributions or premiums due by, or attributable to the period ending on, the Closing Date have been paid. Except for COBRA coverage, there are no Welfare Benefit Plans, Benefit Arrangements or other agreements that provide medical or death benefits to current or former employees of the Company beyond their retirement or termination of employment. The Stockholders have furnished or made available to Purchaser copies of each Welfare Benefit Plan, Pension Benefit Plan and Benefit Arrangement, the most recent annual report and summary plan description for each Welfare Benefit Plan, Pension Benefit Plan and Benefit Arrangement, where applicable, and a written summary of each other Welfare Benefit Plan, Pension Benefit Plan and Benefit Arrangement where no formal plan or summary exists.

19

(b) Schedule 4.26(b) hereto sets forth a true and complete list of each "employee pension benefit plan" (as defined in Section 3(2) of ERISA) maintained by the Company or any ERISA Affiliate or to which the Company or an ERISA Affiliate contributes or is required to contribute, including any multiemployer employee welfare benefit plan, on behalf of officers and employees of the Company, or to which the Company or an ERISA Affiliate contributes or is required to contribute, including any multiemployer employee pension benefit plan, on behalf of officers and employees of the Company (such multiemployer and other employee pension benefit plans being hereinafter collectively referred to as the "Pension Benefit Plans"). No Pension Benefit Plan is a "defined benefit plan" (as defined in Section 3(35) of ERISA). Neither the Company nor any of its ERISA Affiliates has any liability or potential liability under Title IV of ERISA. With respect to each Pension Benefit Plan, all contributions due by or attributable to the period ending on the Closing Date have been made or accrued on the Latest Balance Sheet.

(c) Except as set forth on Schedule 4.26(c), to the Knowledge of the Stockholders, each Pension Benefit Plan, each Welfare Benefit Plan, each Benefit Arrangement and each related trust agreement and annuity contract and insurance policy, where applicable, complies currently and has complied for the past three (3) years, in each case in all material respects, both as to form and operation, with the provisions of (A) the Code and, with respect to each Pension Benefit Plan, such provisions to be tax qualified under Section 401(a) or 403(a) of the Code; (B) ERISA; and (C) all other Applicable Laws; all necessary Government Approvals for the Pension Benefit Plans have been obtained; and favorable determination letters, copies of which have been made available to the Purchaser, as to the qualification under the Code of each of the Pension Benefit Plans, as amended, have been received from the Internal Revenue Service.

(d) No Welfare Benefit Plan or Pension Benefit Plan or trustee or administrator thereof has engaged in any transaction that might subject the Company to a tax or penalty under Section 4975 of the Code or a penalty under Section 502 of ERISA. Except as set forth on Schedule 4.26(d), each Welfare Benefit Plan and each Pension Benefit Plan and, where applicable, each Benefit Arrangement has been administered to date in material compliance with its terms, the requirements of the Code for favorable tax treatment, ERISA and all other Applicable Laws and all reports required by any Government Authority with respect to each Welfare Benefit Plan, each Pension Benefit Plan and each Benefit Arrangement have been timely filed.

20

(e) Schedule 4.26(e) lists each material salary practice or arrangement and each deferred compensation plan, bonus plan, stock option plan, incentive compensation plan, employee stock purchase plan and any other employee benefit, retirement savings, insurance, sick pay, vacation pay or severance pay plan, agreement, arrangement or commitment or other compensatory plan or program, whether formal or informal, which is applicable to any employee of the Company in his or her capacity as an employee of the Company and not required under a previous subsection to be listed on Schedule 4.26(a) or 4.26(b) maintained by the Company or an Affiliate with respect to any of the Company’s employees (collectively, the “Benefit Arrangements” and together with Welfare Benefit Plans and Pension Benefit Plans sometimes referred to herein as “Employee Benefit Plans”).

(f) Except as set forth on Schedules 4.26(a), 4.26(b) and 4.26(e), there is no Welfare Benefit Plan, Pension Benefit Plan or Benefit Arrangement which is sponsored or maintained by the Company.

(g) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Stockholders, threatened against the Company in connection with, or against, any Pension Benefit Plan, Welfare Benefit Plan or Benefit Arrangement, and there are no civil or criminal actions pending or, to the Stockholder’s Knowledge, threatened against any fiduciary, Pension Benefit Plan, Welfare Benefit Plan or Benefit Arrangement.

(h) Other than as set forth on Schedule 4.26(h), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in (a) any payment or transfer of money, property or other consideration (including, without limitation, severance, unemployment compensation or bonus payments) (whether or not such payment would constitute a “parachute payment” or “excess parachute payment” within the meaning of Section 280G of the Code) becoming due to any employee or former employee of the Company; (b) any increase in the amount of compensation, benefits or fees payable to any such individual; (c) the acceleration of the accrual, vesting or timing of payment of any benefits, compensation or fees payable to any such individual; or (d) the acceleration or creation of any other additional rights, under any Benefit Arrangement, severance, parachute, employment, change in control or other agreement or arrangement by or to which the Company is a party.

4.27Illegal Payments. Neither the Company nor any of its directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person to assist in connection with any actual or proposed transaction or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office (i) which violates any Applicable Law, including but not limited to, the Foreign Corrupt Practices Act of 1977, as amended, or might subject the Purchaser to any Damages or penalties in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or might have a Material Adverse Effect (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

21

4.28.Books and Records. The books and all corporate and financial records of the Company are complete and correct in all material respects and have been maintained by the Company in accordance with sound business practices and Applicable Law and other requirements and no notice has been received or allegation made that a register or book is incorrect or should be rectified.

4.29.Bank Debt Representation. The Bank Debt Statement is true and correct in all respects and, as of the Closing Date, the Bank Debt is not greater than the amount stated (the “Bank Debt Representation”).

4.30Backlog. Schedule 4.30 sets forth, truly and accurately, the backlog of orders for the products and services of the Company as of April 11, 2007. The backlog is based on valid and existing orders received from customers of the Company. None of the orders included in the backlog have been cancelled, and, to the Knowledge of the Stockholders, no customer is intending to cancel any of such orders.

4.31Disclosure. The representations and warranties contained in this Article 4 (including the schedules and exhibits required to be delivered by the Stockholders to Purchaser pursuant to this Agreement) and any certificate furnished by Stockholders to Buyer pursuant to this Agreement do not contain any untrue statement of a material fact or omit to state any material fact necessary, in light of the circumstances in which they were made and taking into account the express limitations set forth in each such representation and warranty, in order to make such representations and warranties not misleading.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Purchaser hereby represents and warrants to Stockholders as follows:

5.1.Organization and Qualification. Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted. Purchaser is duly qualified or licensed and in good standing to do business in those jurisdictions in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Purchasers Material Adverse Effect.

5.2.Authority Relative to this Agreement. Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a valid, legal and binding agreement of Purchaser enforceable against Buyer in accordance with its terms.

22

5.3.Consents and Approvals: No Violations.

(a) No filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect.

(b) Neither the execution, delivery and performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Purchaser, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms conditions or provisions of any Contract to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound or (iii) violate any Applicable Law binding on or applicable to Purchaser or any of its properties or assets except, in the case of (ii) or (iii), for violations, breaches or defaults which would not have a Purchaser Material Adverse Effect or an adverse effect on the ability of Purchaser to enter into and perform its obligations under this Agreement or any of the Related Documents.

5.4.Litigation.There are no judicial or administrative actions, proceedings or investigations relating to Purchaser or its Affiliates pending or, to Purchaser’s knowledge, threatened, that question the validity of this Agreement or any Related Documents or any action to be taken by Purchaser in connection with this Agreement or any such Related Documents or that if adversely determined, would have a Material Adverse Effect.

5.5.Brokers.No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission from Purchaser in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser, or any of its Affiliates.

5.6.Purchase of Stock for Investment. Purchaser represents that it is acquiring the Stock for its own account for investment purposes only and not with a view to, or for sale or resale in connection with any public distribution thereof, nor with any present intention of distributing or selling the same. Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.

5.7.Disclosure. The representations and warranties contained in this Article 5 (including any schedules and exhibits required to be delivered by Purchaser to the Stockholders pursuant to this Agreement) and any certificate furnished or to be furnished by Purchaser to the Stockholders pursuant to this Agreement do not contain and will not contain any untrue statement of a material fact or omit to state any material fact necessary, in light of the circumstances in which they were made and taking into account the express limitations set forth in each such representation and warranty, in order to make such representations and warranties not misleading.

23

ARTICLE 6

COVENANTS

6.1.Additional Agreements; Reasonable Best Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable best efforts to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (a) contesting any legal proceeding challenging the transactions contemplated hereby, and (b) executing any additional instruments necessary to consummate the transactions contemplated hereby and thereby. If at any time after the Closing Date any further action is necessary to carry out the purpose of the Agreement then the Stockholders and proper officers and directors of the Purchaser, as the case may be, shall take all such necessary action.

6.2.Expenses. Except as otherwise may be expressly provided in this Agreement, the Stockholders shall bear the fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby and in connection with all obligations required to be performed by them or the Company under this Agreement including, but not limited to, all of the fees and expenses of the Company incurred prior to the Closing Date for legal, accounting and investment advice in connection with the transactions contemplated hereby, as well as the conveyance or transfer of the ownership of the Business Premises to the Stockholders or an entity in which they are members or shareholders prior to the Closing Date and the Lease. Except as otherwise may be expressly provided in this Agreement, the Purchaser shall bear its fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby and in connection with all obligations required to be performed by it under this Agreement.

6.3 Tax Matters.

(a) The Stockholders shall pay any federal, state, local or foreign sales, transfer, stamp or similar taxes payable in connection with the sale and transfer of the Stock pursuant to this Agreement.

(b) The Stockholders and Purchaser hereby agree that the tax year of the Company for federal income tax purposes will end on the Closing Date and that the Company’s Subchapter S status for federal income tax purposes will terminate as of the Closing Date, in each case as required in accordance with rules applicable to a Subchapter S corporation making an election under Section 338(h)(10) of the Code.

24

(c) (i) At the request of the Purchaser, the Stockholders shall timely make a joint election under Section 338(h)(10) of the Code (a “338(h)(10) Election”) with the Purchaser with respect to the purchase of the Stock. The Purchaser and the Stockholders shall, at the request of the Purchaser, make any analogous election with respect to state, local or foreign Taxes, to the extent that such election is separately available. The Purchaser and the Stockholders shall exchange completed and executed copies of (i) IRS Form 8023 and required schedules thereto, and (ii) to the extent required, any similar forms with respect to state, local or foreign Taxes, which shall in each case be completed in a manner consistent with the Final Allocation, as soon after the preparation of the Final Allocation as is reasonably practicable.

(ii) Unless the Purchaser determines it will not make a 338(h)(10) Election, the Purchaser shall, within sixty (60) days of the Closing Date, determine and provide to the Stockholders the allocation of the Adjusted Purchase Price, as determined for United States federal income tax purposes, among the assets deemed acquired for United States federal income tax purposes assuming a 338(h)(10) Election were made (the “Final Allocation”). The Final Allocation shall be made in accordance with the Code and any applicable Treasury Regulations. The Final Allocation may be redetermined by Purchaser upon the happening of any event reasonably requiring such redetermination, including a breach of the Bank Debt Representation. The Final Allocation, once determined, shall be annexed to this Agreement as Exhibit D, and any redetermination of the Final Allocation pursuant to the preceding sentence shall likewise be annexed to this Agreement with an appropriate designation. The Final Allocation (and any redetermination thereof) shall be binding on the Purchaser and the Stockholder for all Tax reporting purposes.

(d) The Stockholders shall be liable for all Taxes of the Company for the period prior to and ending on the Closing Date (“the Pre-Closing Period”), other than sales, payroll and real property taxes to the extent not yet due and payable in the Ordinary Course of Business. Prior to the Closing, the Stockholders have received from the Company by way of a dividend, a distribution of thirty eight (38%) percent of the taxable income of the Company for calendar year 2006 to approximate the Stockholders’ liability for taxes for that year (the “Agreed Dividend”). In addition, the Stockholders, and not the Company, shall be liable for all Taxes or other liabilities arising from or in connection with the transfer, conveyance or dividending of the Business Premises to the Stockholders or an entity in which some or all of the stockholders are members or shareholders, as the case may be, including, but not limited to, real estate transfer taxes and mortgage recording fees and taxes.

(e) The Purchaser shall prepare the final Subchapter S Corporation federal and state corporation tax return for the Company. The Stockholders will be given a reasonable opportunity to review and comment upon such Tax Returns and amendments thereto prior to the filing of such Tax Returns. The Purchaser shall prepare and file all other Tax Returns of the Company as well as sales, payroll and similar type tax returns.

(f) The Purchaser shall have control over the Audit of any Tax Return of the Company for any period (or portion thereof) ending on or before the Closing Date at the Stockholder’s expense; provided, that the Purchaser shall not compromise, settle or otherwise resolve any such Audit without the prior written consent of the Stockholders (which consent shall not be unreasonably delayed or withheld). The Stockholders, at the Stockholders’ expense, shall cooperate with the Purchaser with respect of any such Audit. For purposes hereof, "Audit" shall mean any audit, examination or investigation of a Tax Return or with respect to Taxes, including any administrative appeal therefrom and any litigation before any tribunal relating thereto.

25

6.4.Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Stockholders and their professional representatives reasonable access, at reasonable intervals, during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of the Company, to relevant books, records (including tax records), contracts and documents of or pertaining to the Company and shall cooperate with the Stockholders in connection with tax audits and investigations of the Stockholders conducted by any Governmental Authority, and the preparation of Tax Returns by the Stockholders relating to periods of time prior to the Closing Date. The Stockholders will keep strictly confidential all such material and information that it receives from the Company and will not use such information except in connection with Audits, investigations and other tax related matters.

6.5. Confidentiality.

(a) The Stockholders acknowledge that they have had access to, and use of, Confidential Information of the Company prior to the Closing. The Stockholders covenant that, without written authorization from the Company, none of them shall at any time hereafter, directly or indirectly, use for his, her or their own purposes or for the benefit of any Person other than the Company, any Confidential Information, or disclose any Confidential Information to any Person.

(b) Nothing herein shall prevent any disclosure required by Applicable Law or an Order of a Governmental Authority, provided that the Stockholders involved, prior to any such disclosure, shall give the Company prompt notice of any such requirement, shall cooperate with the Company in obtaining a protective order or other means of protecting the confidentiality of the Confidential Information at the Company’s cost, and shall disclose only that Confidential Information that is legally required to be disclosed.

(c) To the extent that the same may be appropriate, notwithstanding Section 8.7 hereof, the Company shall be entitled to seek injunctive relief without the necessity of posting a bond from any court of competent jurisdiction restraining any threatened or further violation of the covenant contained in Section 6.5(a) in addition to any other rights or remedies to which the Company may be entitled, including the recovery of damages from the Stockholders involved.

6.6.Resignations of Directors and Officers. The Stockholders shall provide to the Purchaser written resignations effective as of the Closing Date of such directors, officers, trustees and bank signatories of the Company as the Purchaser may request prior to the Closing Date. In the event that the Purchaser requests any bank signatory or trustee resignations, the Stockholders shall cause to be delivered to Purchaser written instructions to each bank at which the Company has an account or credit facility or at which the Company rents a safe deposit box informing such bank of the said resignations and revoking the authority of said persons to act with respect to said account, credit facility or trust and to have access to said safe deposit box. The Stockholders shall also cause to be delivered to Purchaser, effective the Closing Date, the written surrender by all Persons holding powers of attorney from the Company of their authority and power to act under such powers of attorney.

26

6.7Minute Books, Stock Books and Corporate Records. The complete and correct minute books, certificate of incorporation, bylaws, stock ledgers, financial and other corporate records and the corporate seal of the Company shall be delivered to the Purchaser by the Stockholders on or before the Closing Date.

ARTICLE 7

NON-COMPETITION; NON-SOLICITATION

7.1.(a) Each of the Stockholders agrees that, as more fully set forth in the Morgan Employment Agreement and the Confidentiality and Non-Competition Agreements, in consideration of the payments made to him or her in connection with the sale of the Stock to the Company pursuant to this Agreement, for a period commencing on the Closing Date and continuing, at a minimum, (x) for Morgan, until the five (5) year anniversary of the Closing Date (the “Morgan Restrictive Period”) and (y) for the Other Stockholders, until the greater of (A) the three year anniversary of the Closing Date or (B) eighteen (18) months from the termination of any employment with any Affiliate of the Purchaser (the “Stockholder Restricted Period”), he or she shall not, directly or indirectly (A) offer or sell any products or services, or participate in any business which offers or sells any products or services, which compete in any geographic area of the Territory (as defined in Section 7.1(c) below) with the products or services offered or sold by the Company now or in the future, or (B) induce or attempt to induce, directly or indirectly, any customer of the Company to cease doing business, in whole or in part, with the Company or solicit the business of any such customer for any products or services which compete with any of the products or services offered or sold by the Company. Participation in a business shall include, but not be limited to, serving as a director, officer, employee, agent or representative or having a direct and indirect interest in the business as a stockholder, partner, joint venturer or any other financial interest; provided, however, that (i) ownership by the Stockholders of not more than two (2%) percent of the outstanding shares of stock of any such business listed on any national stock exchange or listed and actively traded on NASDAQ shall not be a violation of this covenant.

Nothing herein shall preclude the Company at any time after the Closing from electing, in its sole discretion, to modify in any way the restriction in this Section 7.1(a) with respect to any one or more of the Stockholders who are then currently employed by the Company.

(b) Morgan and each of the Other Stockholders agree that in consideration of the payments to him or her in connection with the sale of the Stock in the Company pursuant to this Agreement, for the Morgan Restrictive Period or the Stockholder Restrictive Period, as the case may be, he or she shall not either on his or her own account or for any Person, solicit, interfere with, or endeavor to cause any employee of the Company to leave his employment or induce or attempt to induce any such employee to breach his or her employment agreement with the Company.

27

(c) For purposes of this Article 7, ATerritory@ shall mean the United States and Canada and any other country or place where the Company is engaging or has engaged in business in any material respect at any time during the Morgan Restricted Period or the Stockholder Restricted Period, as the case may be.

(d) Morgan and each of the Other Stockholders acknowledge that both the geographic scope and length of the restrictions imposed, respectively, on Morgan and the Other Stockholders hereunder are fair and reasonable in the circumstances and are necessary and fundamental to the protection of the Business of the Company.

7.2.Remedies. Notwithstanding Section 8.7 hereof, nothing herein contained shall be construed as prohibiting the Company from pursuing remedies available to it for any violation of the covenants in Section 7.1(a) and (b), including, but not limited to, any injunctive or other equitable relief hereinafter provided in Section 7.3 or the recovery of Damages from the Stockholders involved.

7.3.Equitable Relief. The Stockholders acknowledge that the covenants contained in this Article 7 are a material and necessary inducement for the Purchaser to agree to the transactions contemplated hereby, that the Stockholders realized significant monetary benefit from these transactions, that violation of any of the covenants contained in this Article 7 will cause irreparable and continuing damage to the Purchaser, that the Purchaser shall be entitled to injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of posting a bond) restraining any further violation of such covenants, and that such injunctive relief shall be cumulative and in addition to any other rights or remedies to which the Purchaser may be entitled.

7.4.Severability. In case any one or more of the terms or provisions contained in this Article 7 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Article 7. In addition, if any one or more of the restrictions contained in this Article 7 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restrictions shall be modified and shall be enforced to the full extent compatible with Applicable Law.

ARTICLE 8

SURVIVAL OF REPRESENTATIONS & WARRANTIES;

INDEMNIFICATION

8. Survival of Representations and Warranties; Indemnification.

28

8.1.Survival of Representations and Warranties. Except as otherwise expressly provided in this Agreement, all representations and warranties made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall not terminate, but shall survive the Closing and continue in effect until two (2) years following the Closing Date, except that: (a) the representations and warranties contained in Section 4.4 and shall continue indefinitely; (b) the representations and warranties contained in Section 4.7 shall continue for so long as permitted by Applicable Law; and (c) the representations and warranties contained in Sections 4.15 and 4.16 shall continue for six (6) years; provided that, in each case, any such representation or warranty as to which a claim shall have been asserted during such survival period shall continue in effect until such time as such claim shall have been resolved or settled.

8.2.Survival of Covenants and Agreements. Except as expressly provided in this Agreement, all covenants and agreements made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall not terminate but shall survive the Closing indefinitely, limited only by the applicable statutes of limitation governing the assertion of a claim for a breach thereof.

8.3. Indemnification by Stockholders. Subject to Section 8.8 hereof, the Stockholders, jointly and severally, agree to indemnify and hold harmless the Company, the Purchaser, its Affiliates, their respective officers, directors, employees and agents and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”), from and against any claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) (any one such item being herein called a “Loss” and all such items being herein collectively called “Losses”) which are caused by or arise out of: (a) any breach or default in the performance by the Stockholders of any covenant or agreement of the Stockholders contained herein, or in any certificate delivered pursuant hereto; (b) any breach of warranty or representation made by the Stockholders contained herein, or in any certificate delivered pursuant hereto, without regard to materiality other than under Section 4.11; (c) any breach of the Bank Debt Representation; (d) any defects in any product designed, developed, manufactured or sold by the Company prior to the Closing Date which result in the recall, withdrawal, or suspension from the market of any such products or which result in injury to Persons or property; (e) any Liability resulting from the Company’s payments of fees to consultants or independent contractors without proper tax documentation; (f) any Liability resulting from claims by Ohio for Commercial Activity Tax and Washington State for Business Occupation Tax (g) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing.

8.4Indemnification by Purchaser. Subject to Section 8.8, Purchaser agrees to indemnify and hold harmless the Stockholders and their respective successors and assigns (“Stockholder Indemnified Parties”) from and against any Losses which are caused by or arise out of: (a) any breach or default in the performance by Purchaser or the Company of any covenant or agreement of the Purchaser contained herein or in any certificate delivered pursuant hereto; (b) any breach of warranty or representation made by Purchaser contained herein or in any certificate delivered pursuant hereto; (c) any Liabilities arising out of the operation of the Business by the Company after the Closing Date; (d) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing.

29

8.5 Procedure; Notice of Claims.

(a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement, or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and providedfurther that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure.

(b) The Indemnifying Party shall have thirty (30) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). The Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of Article 8. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the claim in the Claim Notice.

8.6Procedure - Third Party Claims.

(a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (“Third Party Claim”), such Indemnified Party will, if a claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such claim (together with copies of any legal papers served), provided, however that the failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced or made more expensive by the Indemnified Party’s failure to give such notice.

30

(b) If any Third Party Claim is brought against an Indemnified Party and such Indemnified Party gives notice to the Indemnifying Party of the commencement of such Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any such Third Party Claim at its expense, provided that (x) in the reasonable judgment of the Indemnified Party, the Indemnifying Party has adequate resources to undertake such defense and satisfy any indemnifiable Losses arising from such Third Party Claim and (y) the selection of counsel is approved by the Indemnified Party, which approval will not be unreasonably withheld. If the Indemnified Party so determines that the Indemnifying Party does not have adequate resources, or the Indemnifying Party shall elect not to assume the defense of any such Third Party Claim, or fails to make such an election within twenty (20) days after it receives notice pursuant to Section 8.6(a), the Indemnified Party shall have the right to defend such Third Party Claim at the expense of the Indemnifying Party, and the Indemnifying Party will be bound by any determination made in such proceeding or any good faith compromise or settlement effected by the Indemnified Party to which the Indemnifying Party consents, which consent may not be unreasonably withheld, delayed or conditioned. The Indemnified Party shall have the right to participate in (but not control) the defense of a Third Party Claim defended by the Indemnifying Party hereunder and to retain its own counsel in connection with such Third Party Claim, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed in writing to the retention of such counsel or (ii) the named parties in any Third Party Claim (included impleaded parties) include the Indemnifying Party and the Indemnified Party, and representation of the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict (in which case the Indemnifying Party shall not be permitted to assume the defense of such Third Party Claim). Unless otherwise agreed by the Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and expenses of counsel to the Indemnified Party with respect to a Third Party Claim, the Indemnifying Party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (plus local counsel as required), as applicable, for the Indemnified Party.

(c) If the Indemnifying Party assumes the defense of a Third Party Claim and subsequently determines that the Third Party Claim is not subject to indemnification by the Indemnifying Party hereunder, the Indemnifying Party shall give prompt notice of such fact to the Indemnified Party, after which the Indemnified Party shall have the right to reassume control of the defense of such Third Party Claim; provided that the failure by the Indemnifying Party to promptly notify the Indemnified Party of any such determination shall not result in any liability to the Indemnifying Party except to the extent that the Indemnified Party demonstrates that the defense of such action has been prejudiced or made more costly by the Indemnifying Party’s failure to give such notice. If the Indemnifying Party assumes the defense of a Third Party Claim and subsequently determines that such claim is not subject to indemnification by the Indemnifying Party hereunder, the Indemnifying Party shall have the right, following its delivery of the notice contemplated by the immediately preceding sentence, to withdraw from such defense, and such withdrawal shall not result in any liability to the Indemnifying Party except to the extent that the Indemnified Party demonstrates that the defense of such action has been prejudiced or made more costly by the timing of the Indemnifying Party’s withdrawal.

(d) If the Indemnifying Party assumes the defense of a Third Party Claim, (x) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which consent will not be unreasonably withheld, delayed or conditioned) unless (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) the compromise or settlement includes a complete release of the Indemnified Party, (iii) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party, and (iv) there is no effect on any other Third Party Claims that may be made against the Indemnified Party; and (y) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent as may be required pursuant to clause (x) above.

31

(e) Notwithstanding the foregoing, if the exclusive remedy sought under a Third Party Claim is for injunctive relief for which an Indemnified Party may be liable, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such proceeding, but the Indemnifying Party, although still liable for the payment of all reasonable legal fees, costs and expenses incurred in connection therewith, will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent which may not be unreasonably withheld, delayed or conditioned. In addition, if a Third Party Claim seeks both injunctive or other non-monetary relief and monetary damages, the Indemnified Party may, by notice to the Indemnifying Party, participate in the defense of such proceeding at its own cost.

(f) With respect to any obligations of an Indemnifying Party and an Indemnified Party which arise pursuant to the provisions of this Article 8, the Indemnifying Party and the Indemnified Party agree to cooperate with each other as reasonably requested by the other.

8.7 Remedies. Subject to Section 6.5(c) and 7.2 hereof and except as otherwise may be specifically provided in this Agreement, the sole and exclusive remedy of the parties for breach of this Agreement shall be restricted to the indemnification rights set forth in this Article 8; provided, however, that no party hereto shall be deemed to have waived any rights, claims, causes of action or remedies if and to the extent such rights, claims, causes of action or remedies may not be waived under Applicable Law.

8.8 Certain Limitations.

(a) Notwithstanding any other provision in this Agreement to the contrary, the parties to this Agreement shall only be liable to indemnify each other for compensatory damages, and, accordingly, in the absence of actual fraud, neither party shall be entitled to recover from the other special, indirect, punitive or consequential damages pursuant to this Article 8 unless, and then only to the extent that, the same are components of a Third Party Claim for which an Indemnified Party is seeking indemnification hereunder.

(b) Each party’s aggregate liability for indemnification under Section 8.3 and 8.4 (b) respectively, as applicable, shall not exceed an amount equal to $5,000,000 (the “Liability Cap”); provided, however, the Liability Cap shall not apply to (i) any Losses of any Indemnified Party resulting from fraud on the part of the Indemnifying Party; (ii) any Losses of the Purchaser resulting from a breach of the representations and warranties contained in Section 4.4, which shall have a separate cap limitation of $10,000,000.

(c) The Stockholders shall not be liable for Losses under Section 8.3 unless and until such Losses exceed $150,000 in the aggregate, without taking into account materiality other than under Section 4.11 (the “Purchaser Basket Amount”), it being understood that the Stockholders shall not be liable, in any event, for the aggregate amount of Losses equal to the Purchaser Basket Amount; provided, however, that the Purchaser Basket Amount shall not apply to (i) any Losses of the Purchaser Indemnified Parties resulting from fraud on the part of the Stockholders; (ii) any breach of the Bank Debt Representation; (iii) any expenses to be paid by the Stockholders pursuant to Section 6.2 and/or any Liabilities expressly assumed by the Stockholders pursuant to any section of this Agreement; and (iv) any liability of the Company for payroll taxes that were due and payable during the Pre-Closing Period but not paid; and (v) any of the Liabilities described in Sections 8.3 (e) and (f).

32

(d) The Purchaser shall not be liable under Section 8.4(b) for Losses under such section unless and until such Losses exceed $150,000 in the aggregate(the “Stockholder Basket Amount”), it being understood that the Purchaser shall not be liable, in any event, for that portion of the aggregate amount of such Losses which is equal to the Stockholder Basket Amount; provided, however, that the Stockholder Basket Amount shall not apply to any Losses of the Stockholder Indemnified Parties resulting from fraud on the part of the Purchaser.

(e) It is agreed that for the purpose of making a claim for indemnification, the expiration of any one survival period, as set forth in Section 8.1, of certain representations and warranties, shall not affect the ability to make any claim for indemnification hereunder under any other representations and warranties still surviving; provided that no party shall be entitled to make a claim for indemnification more than once on account of the same facts and circumstances or to aggregate the same for purposes of the Stockholder or Purchaser Basket Amounts.

8.9. Knowledge. An Indemnified Party’s knowledge of facts that would make any warranty or representation made to such Indemnified Party untrue or inaccurate in any way as of the Closing Date, nevertheless shall not constitute a defense to, or otherwise estop such party from asserting subsequently, any claim for indemnification for breach of such warranty or representation on the basis of those facts.

ARTICLE 9

DEFINITIONS

9.1Certain Definitions. The following terms, as used herein, have the following meanings:

“Adjusted Purchase Price”, as defined in Section 2.2.

“Agreed Dividend”, as defined in Section 6.3(d).

"Affiliate” means, in respect of any Person, a Person that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with the first-mentioned Person.

"Applicable Law" means, with respect to any Person, any domestic or foreign, federal, state or local statute, law, ordinance, policy, guidance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates).

33

"Audit", as defined in Section 6.3(c).

"Balance Sheet" means the balance sheet of the Company dated April 11, 2007.

"Balance Sheet Date" means April 11, 2007.

"Bank Debt" means the sum of (i) any long or short term Indebtedness to any lending institutions (ii) cash overdrafts; and (iii) deferred rent.

"Benefit Arrangement", as defined in Section 4.26 (e).

"Business", as defined in the Recitals.

"Business Day" means any day that is not a Saturday, Sunday or a day on which the banks in New York, New York are required or permitted to be closed.

"Business Premises" means the land and improvements formerly owned by the Company located at 54 Grenier Field Road, Londonberry, New Hampshire.

"Closing Date", as defined in Section 3.1.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means information not generally available to the public, including, without limitation, all computer software and database information, personnel information, financial information, customer lists, supplier lists, trade secrets, patented proprietary information, forms, information regarding operations, systems, services, know how, computer and any other processed or collated data, computer programs, pricing, marketing and advertising data, methods, forms, systems, services, designs, marketing ideas, products or processes (whether or not capable of being trademarked, copyrighted or patented).

"Contracts" means all oral and written contracts, agreements, options, leases, licenses, mortgages, covenants, orders, commitments and other instruments of any kind.

"Damages" means all demands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement, including reasonable costs, fees and expenses of attorneys, accountants, consultants and other agents or independent contractors incurred in investigating, preparing for and defending any thereof.

34

"Debt Target" means six hundred thousand ($600,000) dollars of Bank Debt on the part of the Company as of the Closing Date.

"Employee Benefit Plans", as defined in Section 4.26(e).

"Environmental Actions" refers to any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, proceeding, judgment, letter or other communication from any federal, state, local or municipal agency, department, bureau, office or other authority or any third party involving a Hazardous Discharge or any violation of any order, permit or Environmental Laws.

"Environmental Law" means any applicable federal, state, local and foreign law, statute, ordinance, regulation, rule, judicial or administrative order or decree, permit license, approval, authorization or similar requirement of each and every federal, and pertinent state, local and foreign governmental agency or other governmental authority, pertaining to the protection of human health and safety or the environment including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), 42 U.S.C. 9601 et set, the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 6901 et seq., the Toxic Substances Control Act (TSCA), 15 U.S.C. 2601 et seq., the Water Pollution Control Act (FWPCA), 33 U.S.C. 1251 et seq., and the Occupational Safety and Health Act (OSHA), 42 U.S.C. 655.

"Environmental Permit" means any Permit required under any applicable Environmental Law.

"Environmental Liabilities" means any Losses, including the fees and expenses of environmental engineers and consultants, and the costs of investigation, feasibility studies and remediation arising from, out of or under any Environmental Law, Order, or Environmental Action.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Escrow Agents" means Moomjian, Waite, Wactlar & Coleman, LLP and Keefe & Keefe.

"Escrow Agreement" means the Escrow Agreement, dated as of the date hereof, by and among the Stockholders, Purchaser and the Escrow Agents.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Final Allocation”, as defined in Section 6.3(c)(ii).

"Financial Statements", as defined in Section 4.6(a).

"GAAP" means generally accepted accounting principles in the United States as in effect from time to time and applied consistently throughout the periods involved.

35

"Governmental Authority" means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

"Hazardous Discharge" means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping of Hazardous Substances which violates Environmental Laws.

"Hazardous Substances" means any substances, compounds, chemicals or elements which are (i) defined or classified on the Closing Date as a hazardous substance, hazardous material, toxic substance, hazardous waste, pollutant or contaminant under any Environmental Law, or (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof, (iii) hazardous, toxic, corrosive, flammable, explosive, radioactive, carcinogenic or a reproductive toxicant, or (iv) regulated pursuant to any Environmental Law.

"Indebtedness" of any Person means all obligations of such Person (a) for borrowed money, (b) evidenced by notes, bonds, debentures or similar instruments and (c)  in the nature of guarantees of the obligations described in clauses (a) and (b) above of any other Person.

"Indemnified Party", as defined in Section 8.5(a).

"Indemnifying Party”, as defined in Section 8.5(a).

"Information Technology" means all computer hardware, software, networks, microprocessors, firmware and other information technology and communications equipment used in the operation of the Information Technology (“IT”) systems.

"Intellectual Property" means any patent, patent application (or renewal) and docketed invention, trademark, trade name, trademark or trade name registration or application (or renewal), copyright or copyright registration or application (or renewal) for copyright registration, servicemark, brand mark or brand name or any pending application (or renewal) related thereto, or any trade secret, proprietary know-how, programs or processes or any similar rights, and each license or licensing agreement for any of the foregoing.

"Inventory", as defined in Section 4.19.

"Knowledge of Stockholders" means the actual knowledge of any Stockholder as well as the actual knowledge of the collective group of Stockholders, and shall be deemed to include a representation that each of such individuals has made all usual and reasonable inquiries and all inquiries that would be reasonable in light of such individual’s knowledge.

"Lease", as defined in Section 3.2(iii).

36

"Liability Cap", as defined in Section 8.8(b).

"Liability" means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

"Lien" means, with respect to any asset, any mortgage, title defect or objection, lien, pledge, charge, security interest, hypothecation, restriction, encumbrance or charge of any kind in respect of such asset.

"Material Adverse Effect" means any material adverse change in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or its Business taken as a whole.

"Material Contracts", as defined in Section 4.18(a).

"Morgan Employment Agreement", as defined in Section 3.2(ii).

"Order" means any order, execution, writ, injunction, judgment, decree, ruling, assessment or award.

"Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to quantity, quality and frequency.

"Other Stockholders", as defined in the Preamble to this Agreement.

"Pension Benefit Plan", as defined in Section 4.26(b).

"Permitted Liens" means (i) Liens for any Tax or governmental assessments, charges or claims the payment of which is not yet due, or for any Tax the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the Financial Statements in accordance with GAAP; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Persons and other Liens imposed by Applicable Law incurred in the Ordinary Course of Business for sums not yet delinquent or being contested in good faith and for which adequate reserves are maintained on the Financial Statements in accordance with GAAP; (iii) Liens relating to deposits made in the Ordinary Course of Business in connection with workers' compensation, unemployment insurance and other types of social security or to secure the performance of leases, trade contracts or other similar agreements; and (iv)  Liens securing executory obligations under any Lease that constitutes an "operating lease" under GAAP.

"Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity.

37

“Pre-Closing Period”, as defined in Section 6.3(d).

"Purchase Price", as defined in Section 2.1.

"Purchaser’s Basket Amount", as defined in Section 8.8(c).

"Purchaser Indemnified Parties", as defined in Section 8.3.

"Purchaser Material Adverse Effect” means any material adverse change in the business, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects of the Purchaser or its business, taken as a whole.

"Related Documents" means the Escrow Agreement and the Lease.

"Release" means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migration on or into the indoor or outdoor environment or in, on, under, into or out of any property, including any property currently or at any time previously owned, leased or operated by the Company.

"Remedial Action" means those response actions, including any investigation, testing or monitoring activities required by Environmental Law or by any Governmental Authority to clean up, remove, contain, treat, investigate or abate any Hazardous Substance on or in connection with any property (including, without limitation, actions to address Releases of Hazardous Substances to the environment as of the Closing Date, such as, for example, measures to address vapor intrusion from sub-surface contamination into indoor air.

"Scheduled Contracts", as defined in Section 4.18(c).

"Stock", as defined in the Recitals.

"Stockholders", as defined in the Preamble to this Agreement.

"Stockholder Basket Amount", as defined in Section 8.8(d).

"Stockholders’ Agreements", as defined in Section 3.2(vi).

"Stockholders Allocation", as defined in Section 2.1.

"Stockholder Indemnified Parties", as defined in Section 8.4.

"Stockholders Representative”, as defined in Section 10.1

"Subsidiary" means, with respect to any Person, (i) any corporation as to which more than 10% of the outstanding stock having ordinary voting rights or power (and excluding stock having voting rights only upon the occurrence of a contingency unless and until such contingency occurs and such rights may be exercised) is owned or controlled, directly or indirectly, by such Person and/or by one or more of such Person's Subsidiaries and (ii) any partnership, joint venture or other similar relationship between such Person (or any Subsidiary thereof) and any other Person (whether pursuant to a written agreement or otherwise).

38

"Tax" means all taxes imposed of any nature including federal, state, local or foreign net income tax, alternative or add-on minimum tax, profits or excess profits tax, franchise tax, gross income, adjusted gross income or gross receipts tax, employment related tax (including employee withholding or employer payroll tax, FICA or FUTA), real or personal property tax or ad valorem tax, sales or use tax, excise tax, stamp tax or duty, any withholding or back up withholding tax, value added tax, severance tax, prohibited transaction tax, premiums tax, environmental tax, intangibles tax or occupation tax, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority (domestic or foreign) responsible for the imposition of any such tax.

"Tax Return" means all returns, reports, forms or other information required to be filed with respect to any Tax.

"Territory", as defined in Section 7.1(c).

"Third Party Claim", as defined in Section 8.6(a).

"Trade Secret" any formula, design, device, complication or other information which is used or held for use by a Business, which gives the holder thereof an advantage or opportunity for advantage over competitors which do not have or use the same, and which is not generally known by the public.

"338(h)(10) Election", as defined in Section 6.3(c)(i).

"Welfare Benefit Plans", as defined in Section 4.26(a).

ARTICLE 10

STOCKHOLDERS’ REPRESENTATIVE

10.1.Appointment. By their execution of this Agreement, the Stockholders irrevocably appoint Morgan to act as the true and lawful agent of the Stockholders and attorney-in-fact with respect to all matters arising in connection with this Agreement and the Escrow Agreement (the “Stockholders Representative”). By his execution of this Agreement, Morgan accepts such appointment.

10.2.Powers and Authority. The Stockholders’ Representative shall have full power and authority to represent all of the Stockholders and their respective successors with respect to matters arising under this Agreement and the Escrow Agreement as hereinafter provided and all actions taken by the Stockholders’ Representative hereunder and thereunder shall be binding upon all such Stockholders and their successors as if expressly confirmed and ratified in writing by each of them and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholders’ Representative or any Stockholder, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, defending all Claims against the Stockholders pursuant to Article 8 hereof and the Escrow Agreement, consenting to, compromising or settling all Claims, conducting negotiations with Purchaser and its representatives regarding such Claims, dealing with Purchaser and the Escrow Agents under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and the Escrow Agreement, and engaging counsel, accountants or other Representatives of the Stockholders’ Representative in connection with the foregoing matters.

39

10.3.Authorization. The Stockholders’ Representative has been appointed to act as the true and lawful agent of the Stockholders and attorney-in-fact with respect to the following matters arising in connection with this Agreement and the Escrow Agreement, including but not limited to the power and authority on behalf of each Stockholder (other than in his or her own right) to do any one or all of the following:

(i)Receive all notices or documents given or to be given to any of the Stockholders by Purchaser pursuant hereto or to the Escrow Agent or in connection herewith or therewith and to receive and accept service of legal process in connection with any suit or proceeding arising under this Agreement or the Escrow Agreement;

(ii)Deliver to Purchaser at the Closing all certificates and documents to be delivered to Purchaser by any of the Stockholders pursuant to this Agreement, together with any other certificates and documents executed by any of the Stockholders and deposited with the Stockholders’ Representative for such purpose;

(iii)Engage counsel, and such accountants and other advisors for any of the Stockholders and incur such other expenses on behalf of any of the Stockholders in connection with this Agreement or the Escrow Agreement and the transactions contemplated hereby or thereby as may be appropriate; and

(iv)Take such action on behalf of any of the Stockholders as the Stockholders’ Representative may in its sole discretion deem appropriate in respect of:

(A) taking such action as the Stockholders’ Representative or any of the Stockholders is authorized to take under this Agreement or the Escrow Agreement;

(B) receiving all documents or certificates and making all determinations, on behalf of any of the Stockholders, required under this Agreement or the Escrow Agreement;

40

(C) all such other matters as the Stockholders’ Representative may deem necessary or appropriate to consummate this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby; and

(D) all such action as may be necessary after the Closing Date to carry out any of the transactions contemplated by this Agreement, including, without limitation, the defense and/or settlement of any claims for which indemnification is sought pursuant to Article 8 of this Agreement and any waiver of any obligation of the Purchaser.

All actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder nor any other Person shall have any claim or cause of action against the Stockholders’ Representative, and the Stockholders’ Representative shall have no liability to any Stockholder or any other Person, for any action taken, decision made or instruction given by the Stockholders’ Representative in connection with the Escrow Agreement or this Agreement, except in the case of his own gross negligence or willful misconduct.

10.4.Indemnification of Stockholders’ Representative. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ Representative shall be indemnified by the Stockholders for and shall be held harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative as the Stockholders’ Representation and not as a Stockholder arising out of or in connection with his performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” of the Stockholders shall be determined on the basis of the Stockholder Allocations. The Stockholders’ Representative may, in all questions arising under this Agreement and the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to the Stockholders or the Escrow Agents or any other Person.

10.5.Access to Information. The Stockholders’ Representative shall have reasonable access to information of and concerning any Claim and which is in the possession, custody or control of Purchaser and the reasonable assistance of Purchaser’s officers and employees for purposes of performing the Stockholders’ Representative’s duties under this Agreement or the Escrow Agreement and exercising his rights under this Agreement and the Escrow Agreement, including for the purpose of evaluating any Claim to the Escrow Fund by Purchaser; provided that the Stockholders’ Representative shall treat confidentially and not disclose any nonpublic information from or concerning any Claim to anyone (except to the Stockholders’ or in connection with any litigation relating to a dispute pursuant to this Agreement or the Escrow Agreement, and on a need-to-know basis to other individuals who agree to keep such information confidential).

41

10.6.Reasonable Reliance. In the performance of his duties hereunder, the Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Shareholder or Purchaser. The Stockholders’ Representative may assume that any person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

10.7.Attorney-in-Fact.

(a) The Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder, with full power in his or her name and on his, or her behalf to act according to the terms of this Agreement and the Escrow Agreement; and in general to do all things and to perform all acts including, without limitation, executing and delivering notices contemplated by in connection with this Agreement and the Escrow Agreement.

(b) This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Stockholder, by operation of law, whether by such Stockholder’s death, disability protective supervision or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Stockholder hereby renounces its, his or her right to renounce this power of attorney unilaterally any time before all rights of indemnification on the part of either the Stockholder Indemnified Parties and Purchaser Indemnified parties have terminated.

(c) Notwithstanding the power of attorney granted in this Article 10, no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of the Stockholders having signed or given such directly instead of the Stockholders’ Representative.

10.8.Orders. The Stockholders’ Representative is authorized, in his sole discretion, to comply with final, nonappealable orders or decisions issued or process entered by any court of competent jurisdiction with respect to the Escrow Fund. If any portion of the Escrow Fund is disbursed to the Stockholders’ Representative and is at any time attached, garnished or levied upon under any Order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Order, or in case any Order, shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Stockholders’ Representative is authorized, in his sole discretion, but in good faith, to rely upon and comply with any such Order, which he is advised by legal counsel selected by him is binding upon him without the need for appeal or other action; and if the Stockholders’ Representative complies with any such order, writ, judgment or decree, he shall not be liable to any Stockholder or to any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

42

10.9.Removal or Resignation of Stockholders’ Representative; Authority of Successor Stockholders’ Representative.

(a) Stockholders who in the aggregate hold at least a Majority in Interest in the Escrow Fund shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Stockholders’ Representative and to appoint a successor Stockholders’ Representative; provided, however, that neither such removal of the then acting Stockholders’ Representative nor such appointment of a successor Stockholders’ Representative shall be effective until the delivery to the Escrow Agents of executed counterparts of a writing signed by each such Stockholder with respect to such removal and appointment, together with an acknowledgment signed by the successor Stockholders’ Representative appointed in such writing that he or she accepts the responsibility of successor Stockholders’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders’ Representative. The removed Stockholders’ Representative shall thereafter be discharged from any further duties and liability under this Agreement.

(b) The Stockholders’ Representative may resign at any time upon giving at least thirty (30) days written notice to the other parties hereto and to the Stockholders; provided, however, that no such resignation shall become effective until the appointment of a successor Stockholders’ Representative in accordance with this Section. Stockholders who in the aggregate hold at least a Majority in Interest in the Escrow Fund shall appoint a successor Stockholders’ Representative and shall use their commercially reasonable efforts to make such appointment within thirty (30) days after receiving such notice. Such appointment of a successor Stockholders’ Representative shall not be effective until the delivery to the Escrow Agent of executed counterparts of a writing signed by each such Stockholder with respect to such removal and appointment, together with an acknowledgment signed by the successor Stockholders’ Representative appointed in such writing that he or she accepts the responsibility of successor Stockholders’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders’ Representative. The resigned Stockholders’ Representative shall thereafter be discharged from any further duties and liability under this Agreement.

(c) Each successor Stockholders’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders’ Representative, and the term “Stockholders’ Representative” as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders’ Representative.

10.10.Expenses of Stockholders’ Representative. The Stockholders’ Representative shall be entitled to recover from the Stockholders reimbursement for out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Stockholders’ Representative in performing under this Agreement and the Escrow Agreement in his capacity as Stockholders’ Representative and not as a Stockholder. The Stockholders’ Representative shall be entitled to recover from any distribution made to the Stockholders from the Escrow Fund from time to time the amount of any such unpaid fees and expenses.

43

10.11.Purchaser’s Reliance. Purchaser shall be entitled to rely on any and all action taken by the Stockholders Representative, without any liability to, or obligation to inquire of, any Shareholder, even if Purchaser or such party were aware of any actual or potential dispute among the Stockholders. Purchaser shall not be obliged to inquire into the authority of the Stockholders’ Representative or the genuineness of his signature on any writing, and Purchaser otherwise shall be fully protected in dealing with the Stockholders’ Representative in all respects.

ARTICLE 11

MISCELLANEOUS

11.1.Entire Agreement; Assignment; Amendments and Waivers.

(a) This Agreement (including the Schedules), the Related Documents and such other certificates, documents and agreements executed and delivered at the Closing constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, warranty, promise, inducement or statement of intention has been made by any party that is not embodied in this Agreement or such other documents, and none of the parties shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein.

(b) This Agreement may not be assigned by operation of law or otherwise without the prior written consent of the other party.

(c) This Agreement may not be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may not be waived, except by a written instrument executed by all of the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.

11.2.Validity.If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable.

11.3. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to each other party as follows:

44

if to Purchaser:	Aeroflex Incorporated
	35 South Service Road
	PO Box 6022
	Plainview, New York 11803
	Telecopier: (516) 694-0658
	Attention: John Adamovich, Senior Vice President
	and Chief Financial Officer
with a copy to:	Moomjian, Waite, Wactlar & Coleman, LLP.
	100 Jericho Quadrangle
	Jericho, York, NY 11753
	Telecopier: (516) 937-5050
	Attention: Edward S. Wactlar, Esq.
if to Stockholders:	c/o James P. Morgan
	16 Cabot Way
	Bedford, N.H 03110
with a copy to:	Keefe & Keefe
	Main Street
	Wilton, NH 03086 Telecopier: (603) 654-6102 Attention: William Keefe

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

11.4. Governing Law. This Agreement shall be deemed to have been made in New York and shall be governed by, and construed in accordance with, the laws of the State of New York without regard or giving effect to the principles of conflicts of law thereof.

11.5. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY ISSUE OR ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY RELATED AGREEMENT OR THE SUBJECT MATTER HEREOF, OR THEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

45

11.6.Descriptive Headings.The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

11.7.Parties in Interest.This Agreement shall be binding upon, and shall inure solely to the benefit of each party hereto and its successors and permitted assigns and nothing in this Agreement express or implied is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

11.8.Specific Performance.The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the transactions contemplated hereby, will cause irreparable injury to the other parties, for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder (without the requirement of posting a bond).

11.9.Disclosure Generally.If and to the extent any information required to be furnished in any Schedule is disclosed in any other Schedule, such information shall be deemed to be included in such other Schedule to the extent that such disclosure is specifically identified. The inclusion of any information in any Schedule shall not be deemed to be an admission or acknowledgement by the Stockholders, in and of itself, that such information is material.

11.10Construction. Reference to “Stockholders” herein, unless otherwise indicated, shall mean each Stockholder as well as the Stockholders collectively. The use of the masculine form of any word includes the feminine version and vice versa, and the singular form of any word includes the plural and vice versa.

11.11.Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

46

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

AEROFLEX INCORPORATED
By:	/s/ Leonard Borow
Name: Leonard Borow
Title:   President and CEO
/s/ James Morgan
James Morgan
/s/ Fred Gilligan
Fred Gilligan
/s/ Donna Langan
Donna Langan
/s/ Robert Fallon
Robert Fallon
/s/ Charles Fallon
Charles Fallon
/s/ Brian Fallon
Brian Fallon
/s/ John R. Williams
John R. Williams
/s/ Ernest Joly
Ernest Joly
/s/
Stockholder’s Representative

47

EX-10.15

Execution Copy

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of August 15, 2007 (the "Effective Date"), by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, New York 11803 (together with its successors and assigns permitted under this Agreement, "Aeroflex") and Leonard Borow, who resides at 7582 Isla Berde Way, Delray Beach, Florida 33446 ("Borow"), amends and restates in its entirety the original agreement made and entered into as of March 1, 1999 between Aeroflex and Borow, as subsequently amended (the "Prior Agreement").

WITNESSETH:

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AX Holding Corp., AC Acquisition Corp (the "Merger Sub") and Aeroflex, dated as of May 25, 2007, Merger Sub shall be merged with and into Aeroflex and the separate corporate existence of Merger Sub shall cease and Aeroflex shall continue as the surviving corporation (the "Transaction");

WHEREAS, Aeroflex has determined that it is in the best interests of Aeroflex and its stockholders to continue to employ Borow following the Transaction and to set forth in this Agreement the obligations and duties of both Aeroflex and Borow; and

WHEREAS, Aeroflex wishes to assure itself of the services of Borow for the period hereinafter provided, and Borow is willing to be employed by Aeroflex for said period, upon the terms and conditions provided in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, Aeroflex and Borow (individually a "Party" and together the "Parties") agree as follows:

1. DEFINITIONS.

(a)"Beneficiary" shall mean the person or persons named by Borow pursuant to Section 17 below or, in the event that no such person is named who survives Borow, his estate.

(b)"Board" shall mean the Board of Directors of Aeroflex.

(c)"Cause" shall mean:

(i)Borow's conviction of a felony involving an act or acts of dishonesty on his part and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of Aeroflex;

(ii)willful and continued failure of Borow to perform his obligations under this Agreement, resulting in demonstrable material economic harm to Aeroflex, or

(iii)a material breach by Borow of the provisions of Sections 12 or 13 below to the demonstrable and material detriment of Aeroflex.

Notwithstanding the foregoing, in no event shall Borow's failure to perform the duties associated with his position caused by his mental or physical disability constitute Cause for his termination.

For purposes of this Section 1(c), no act or failure to act on the part of Borow shall be considered "willful" unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of Aeroflex. Any act or failure to act based upon authority given pursuant to a resolution adopted by the Board or based upon the advice of counsel for Aeroflex shall be conclusively presumed to be done, or omitted to be done, by Borow in good faith and in the best interests of Aeroflex.

2

(d)"Change in Control" shall have the same meaning as in the LLC Agreement.

(e)"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f)"Consulting Period" shall mean the period specified in Section 11 below during which Borow serves as a consultant to Aeroflex.

(g)"Disability" shall mean the illness or other mental or physical disability of Borow, as determined by a physician acceptable to Aeroflex and Borow, resulting in his failure during the Employment Term or the Consulting Period, as the case may be, (i) to perform substantially his applicable material duties under this Agreement for a period of 90 consecutive days or 180 days in any 12 month period and (ii) to return to the performance of his duties within 30 days after receiving written notice of termination.

(h)"Employment Term" shall mean the period specified in Section 2(b) below.

(i)"Fiscal Year" shall mean the 12-month period beginning on July 1 and ending on the next subsequent June 30, or such other 12-month period as may constitute Aeroflex's fiscal year at any time hereafter.

(j)"Good Reason" shall mean, at any time during the Employment Term, without Borow's prior written consent or his acquiescence:

(i)reduction in his then current Salary;

3

(ii)diminution, reduction or other adverse change in the bonus or incentive compensation opportunities available to Borow (with respect to the level of bonus or incentive compensation opportunities, the applicable performance criteria and otherwise the manner in which bonuses and incentive compensation are determined) in the aggregate from those available as of the Effective Date in accordance with Section 4(a) below;

(iii)Aeroflex's failure to pay Borow any amounts otherwise vested and due him hereunder or under any plan or policy of Aeroflex;

(iv)diminution of Borow's titles, position, authorities or responsibilities, including not serving on the Board;

(v)assignment to Borow of duties incompatible with his position as a senior executive officer;

(vi)imposition of a requirement that Borow report other than directly to Aeroflex's Board;

(vii)a material breach of the Agreement by Aeroflex that is not cured within 10 business days after written notification by Borow of such breach; or

(viii)relocation of Aeroflex's corporate headquarters to a location more than 35 miles from the location first above described.

provided, that the divesture by Aeroflex of assets representing up to sixty percent (60%) of Aeroflex's EBITDA shall not result in a diminution of Borow's positions, authorities or responsibilities.

Borow shall provide Aeroflex written notice specifying such event or deficiency constituting Good Reason within ninety (90) days following Borow's knowledge of the occurrence of such event and Aeroflex shall have thirty (30) days after receipt of such notice to cure the event or deficiency that would result in Good Reason.

4

(k)"LLC Agreement" shall mean the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, dated as of August 15, 2007, as amended from time to time.

(l)"Retirement" shall mean the voluntary termination of Borow's employment, other than due to Disability, death or for Good Reason.

(m)"Salary" shall mean the annual salary provided for in Section 3 below, as adjusted from time to time.

(n)"Spouse" shall mean, during the Employment Term and the Consulting Period, the woman who as of any relevant date is legally married to Borow.

(o)"Subsidiary" shall mean any corporation of which Aeroflex owns, directly or indirectly, more than 50 percent of its voting stock.

2. EMPLOYMENT TERM, POSITIONS AND DUTIES.

(a)Employment of Borow. Aeroflex hereby continues to employ Borow, and Borow hereby accepts continued employment with Aeroflex, in the positions and with the duties and responsibilities set forth below and upon such other terms and conditions as are hereinafter stated. Borow shall render services to Aeroflex principally at Aeroflex's corporate headquarters, but he shall do such traveling on behalf of Aeroflex as shall be reasonably required in the course of the performance of his duties hereunder.

(b)Employment Term. The Employment Term shall commence on the Effective Date and shall terminate on August 15, 2012. In addition, the Employment Term shall automatically terminate upon any termination of Executive's employment pursuant Section 8.

5

(c)Titles and Duties.

(i)Until the date of termination of his employment hereunder, Borow shall be employed as the Chief Executive Officer of Aeroflex, reporting to the Board. In his capacity as the Chief Executive Officer, Borow shall have the customary powers, responsibilities and authorities of chief executive officers of corporations of the size, type and nature of Aeroflex including, without limitation, authority, in conjunction with the Board as appropriate, to hire and terminate other employees of Aeroflex.

(ii)During the Employment Term, until a Change in Control, Borow shall be a member of the Board of Directors of AX Holding Corp and the Board of Managers of VGG Holding LLC.

(d)Time and Effort.

(i)Borow agrees to devote his best efforts and abilities and his full business time and attention to the affairs of Aeroflex in order to carry out his duties and responsibilities under this Agreement.

(ii)Notwithstanding the foregoing, nothing shall preclude Borow from (A) serving on the boards of a reasonable number of trade associations, charitable organizations and/or businesses not in competition with Aeroflex, (B) engaging in charitable activities and community affairs and (C) managing his personal investments and affairs; provided, however, that, such activities do not materially interfere with the proper performance of his duties and responsibilities specified in Section 2 (c) above.

3. SALARY.

(a)Salary. Borow shall receive from Aeroflex an annual Salary, payable in accordance with the regular payroll practices of Aeroflex, in a minimum amount of $525,000. The Board agrees to review Borow's Salary annually during the Employment Term and Borow's Salary may be increased (but not decreased) by the Board in its sole discretion.

6

(b)Salary Increase. Any amount to which Borow's Salary is increased, as provided in Section 3(a) above or otherwise, shall not thereafter be reduced without his consent, and the term "Salary" as used in this Agreement shall refer to his Salary as thus increased.

4. BONUSES.

(a)Annual Bonus. For each Fiscal Year ending during the Employment Term, Borow shall be eligible to receive an annual bonus of between 50% and 150% of Salary based upon the achievement of Aeroflex's EBITDA targets established by the Board. 50% of Salary will be awarded if the Aeroflex's EBITDA is $10,000,000 less than the EBITDA target established by the Board (the "Threshold EBITDA") and 150% of Salary will be awarded if Aeroflex’s EBITDA is $10,000,000 or more greater than the EBITDA target established by the Board. Borow's bonus shall be determined by linear interpolation to Aeroflex performance falling between the two targets. No annual bonus will be paid if Aeroflex's EBITDA is below the Threshold EBITDA. The EBITDA targets shall be equitably adjusted by the Board in the event of any divestiture, acquisition or other extraordinary event. The EBITDA target for fiscal year 2008 is $130 million.

(b)Special Bonus. Borow shall be entitled to a payment of $886,590 and an additional payment of $3,700,000 in consideration for agreeing to comply with Section 13 of this Agreement, payable on the earlier of (x) January 2, 2008 or (y) Borow's termination of employment, (i) by Aeroflex without Cause (defined below) or (ii) by Borow for any reason.

5. EXPENSE REIMBURSEMENT; CERTAIN OTHER COSTS.

During the Employment Term and any Consulting Period, Borow shall be entitled to prompt reimbursement by Aeroflex for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, upon his submission of such accounts and records as may be reasonably required by Aeroflex. In addition, Borow shall be entitled to payment by Aeroflex of all reasonable costs and expenses, including attorneys' and consultants' fees and disbursements, incurred by him in connection with adoption of this Agreement.

7

6. PERQUISITES.

(a)During the Employment Term and, any Consulting Period, Aeroflex shall provide Borow with the following perquisites:

(i)an office of a size and with furnishings and other appointments, and exclusive personal secretarial and other assistance, at least equal to that provided to Borow by Aeroflex immediately prior to the Effective Date; and

(ii)the use of an automobile and payment of related expenses on the same terms as are in effect immediately prior to the Effective Date or, if more favorable to Borow, as are made available generally to other executive officers of Aeroflex at any time thereafter.

(b)During the Employment Term, Borow shall be entitled to use a plane maintained by Aeroflex for 10 hours per year, unused hours may be rolled forward into future years. Borow shall pay Aeroflex an amount for such use equal to the minimum amount of income imputed for such use as determined under applicable federal and state rules and regulations (the "Minimum Imputed Income Amount"). In the event Aeroflex does not maintain a plane, as long as Borow is employed by Aeroflex, then Aeroflex shall annually reimburse Executive for the cost associated with the use of a comparable plane for up to 10 hours less the Minimum Imputed Income Amount; provided, however, that, if Borow does not use the full ten hours in any given year, Aeroflex shall pay Borow the Minimum Imputed Income Amount for such unused hours. Any payments required under this Section 6(b) shall be made prior to the end of the calendar year for which such payments relate.

8

7. EMPLOYEE BENEFIT PLANS.

(a)General. During the Employment Term, Borow shall be entitled to participate in all employee benefit plans and programs that are made available to Aeroflex's senior executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, pension and other retirement plans, profit-sharing plans, savings and similar plans, group life insurance, accidental death and dismemberment insurance, travel accident insurance, hospitalization insurance, surgical insurance, major and excess major medical insurance, dental insurance, short-term and long-term disability insurance, sick leave (including salary continuation arrangements), holidays, vacation (not less than four weeks in any calendar year) and any other employee benefit plans or programs that may be sponsored by Aeroflex from time to time, including plans that supplement the above-listed types of plans, whether funded or unfunded.

(b)Medical Care Reimbursement and Insurance. During the Employment Term and Consulting Period, Aeroflex shall reimburse Borow for 100 percent of any medical expenses (that are medically necessary in the opinion of a medical doctor) incurred by him for himself and his Spouse that are not reimbursed by insurance or otherwise, offset by any amounts that are reimbursable by Medicare. Subject to Borow's compliance with Sections 12 and 13 and the execution of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached as Exhibit A, which is not revoked, Aeroflex shall provide Borow and his Spouse during his lifetime with hospitalization insurance, surgical insurance, major and excess major medical insurance and dental insurance in accordance with the most favorable plans, policies, programs and practices of Aeroflex and its Subsidiaries made available generally to other senior executive officers of Aeroflex and its Subsidiaries as in effect from time to time. Any payments required under to be made this Section 7(b) shall be made no later than the end of the calendar year after the calendar year in which such expense is incurred.

9

(c)Life Insurance Benefit. In addition to the group life insurance available to employees generally, Aeroflex shall provide Borow with an individual permanent life insurance benefit in an initial amount of not less than approximately $1,000,000, the terms and conditions of such benefit to be more fully described in an insurance ownership agreement between Borow and Aeroflex.

(d)Disability Benefit. In consideration of the benefit payable to Borow in the event of termination of his employment due to Disability, as provided in Section 8(e) below, or, if applicable, in the event of termination of Borow's consulting services due to Disability during the Consulting Period, as provided in Section 11(d) below, Aeroflex shall not be obligated to provide Borow with long-term disability insurance. Notwithstanding the foregoing, if Aeroflex does provide Borow with such insurance, he shall be the owner of any individual policies obtained and shall pay the premiums thereon.

(e)Retirement Benefit.

(i)If Borow's employment terminates for any reason prior to the first anniversary of the Effective Date, Borow shall be entitled to the benefits provided under the Aeroflex Incorporated Supplemental Executive Retirement Plan (the "SERP"), payable in a lump-sum payment equal to the then present value of the retirement benefit to which Borow would have been entitled if he had remained employed under this Agreement until age 70, as calculated under the SERP; provided, however, that as of the Effective Date, Borow's accrued benefit under the SERP shall be frozen (i.e., except for the deemed service credit set forth in this Section 7(e)(i), only Service and Final Average Pay through the Effective Date shall be taken into account in computing Borow's benefit under the SERP).

10

(ii)Provided that Borow remains employed until the first anniversary of the Effective Date, Borow shall be entitled to a payment in full consideration of any benefits payable to Borow under the SERP, of $13,367,953, payable upon the earliest to occur of (x) Executive's termination of employment for any reason, (y) a Change in Control or (z) in calendar year 2008, upon the earlier to occur of (A) December 31, 2008 or (B) the date of any Distribution (as defined in the LLC Agreement), and increased from the Effective Date through the payment date by interest at an annual interest rate of 6%, compounded annually.

(iii)Any payments to be made under this Section 7(e) shall be paid no later than the 90^th day following the applicable triggering event.

8. TERMINATION OF EMPLOYMENT.

(a)Termination by Mutual Agreement. The Parties may terminate this Agreement by mutual agreement at any time. If they do so, Borow's entitlements shall be as the Parties mutually agree.

(b)General. Notwithstanding anything to the contrary herein, in the event of termination of Borow's employment under this Agreement, he or his Beneficiary, as the case may be, shall be entitled to receive (in addition to payments and benefits under Section 4(b) and subsections (c) through (h) below, as applicable):

(i)his Salary through the date of termination;

(ii)any unused vacation from prior years;

(iii)any reimbursements payable in accordance with Sections 4 above of any business expenses incurred by Borow, through the date of termination but not yet paid to him;

(iv)any other compensation or benefits, including without limitation employee benefits under plans described in Section 7 above, that have vested through the date of termination or to which he may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan; and

11

(v)reimbursement in accordance with Sections 7(a) and (b) above of any business and medical expenses incurred by Borow or his Spouse, as applicable, through the date of termination but not yet paid to him.

(c)Termination due to Retirement. In the event that Borow's employment terminates due to Retirement, he shall be entitled, in addition to the compensation and benefits specified in Section 8(b), to the benefits provided under the SERP, as provided in Section 7(e) above and to any annual bonus for the current Fiscal Year based on actual performance of Aeroflex, prorated to the date of termination. The Consulting Period shall begin on the day following termination of Borow's employment by Retirement.

(d)Termination due to Death. In the event that Borow's employment terminates due to his death, his Beneficiary shall be entitled, in addition to the compensation and benefits specified in Section 8(b), to any annual bonus for the current Fiscal Year based on actual performance of Aeroflex, prorated to the date of termination.

(e)Termination due to Disability. In the event of Disability, Aeroflex or Borow may terminate Borow's employment. If Borow's employment terminates due to Disability, he shall be entitled, in addition to the compensation and benefits specified in Section 8(b), to any annual bonus for the current Fiscal Year based on actual performance of Aeroflex, prorated to the date of termination.

(f)Termination by Aeroflex for Cause. Aeroflex may terminate Borow's employment hereunder for Cause only upon written notice to Borow prior to any intended termination, which notice shall specify the grounds for such termination in reasonable detail. Cause shall in no event be deemed to exist except upon a finding reflected in a resolution approved by a majority (excluding Borow) of the members of the Board (whose findings shall not be binding upon or entitled to any deference by any court, arbitrator or other decision-maker ruling on this Agreement) at a meeting of which Borow shall have been given proper notice and at which Borow (and his counsel) shall have a reasonable opportunity to present his case.

12

In the event that Borow's employment is terminated for Cause, he shall be entitled only to the compensation and benefits specified in Section 8(b).

(g)Termination Without Cause or by Borow for Good Reason.

(i)Termination without Cause shall mean termination of Borow's employment by Aeroflex and shall exclude termination (A) due to Retirement, death, Disability or Cause or (B) by mutual agreement of Borow and Aeroflex. Aeroflex shall provide Borow 15 days' prior written notice of termination by it without Cause, and Borow shall provide Aeroflex 30 days' prior written notice of his termination for Good Reason.

(ii)In the event of termination by Aeroflex of Borow's employment without Cause or of termination by Borow of his employment for Good Reason, subject to the execution of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached as Exhibit A, which is not revoked, he shall be entitled, in addition to the compensation and benefits specified in Section 8(b), to:

(A)his Salary, payable for the remainder of the Employment Term (assuming Borow's employment had not terminated) at the rate in effect immediately before such termination;

13

(B)annual bonuses for the remainder of the Employment Term (assuming Borow's employment had not terminated) (including a prorated bonus for any partial Fiscal Year) equal to the average of the highest annual bonuses (not to exceed 3 years) awarded to him during the Fiscal Years (not to exceed 10 years) commencing after the Effective Date (including, without limitation, any bonus awarded to Borow in the year of termination, which is unpaid as of the date of termination) (provided that if Borow is terminated prior to the payment of any annual bonus following the Effective Date, the annual bonus shall be 50% of Salary), such bonuses to be paid at the same time annual bonuses are regularly paid by Aeroflex to Borow;

(C)continued medical reimbursement for the remainder of the Employment Term (assuming Borow's employment had not terminated) and thereafter the lifetime medical benefits described in Section 7(b) above;

(D)continued participation in all employee benefit plans or programs available to Aeroflex employees generally in which Borow was participating on the date of termination of his employment until the end of the Employment Term (assuming Borow's employment had not terminated); provided; however, that (x) if Borow is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (D), he shall be entitled to the after-tax economic equivalent, paid in a lump sum upon termination of Borow's employment, of the benefits under the plan or program in which he is unable to participate until the end of the Employment Term, and (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that Borow would incur in obtaining such benefit on an individual basis; and

(E)other benefits in accordance with applicable plans and programs of Aeroflex.

14

(iii)Prior written consent by Borow to any of the events described in Section 1(j) above shall be deemed a waiver by him of his right to terminate for Good Reason under this Section 8(g) solely by reason of the events set forth in such waiver.

9. NO DUTY TO MITIGATE; NO OFFSET.

Borow shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payment hereunder be subject to offset in the event Borow does receive compensation for services from any other source.

10. PARACHUTES.

(a)Transaction.

(i)Application. If, in connection with the Transaction, all, or any portion, of the payments provided under this Agreement, and/or any other payments and benefits that Borow receives or is entitled to receive from Aeroflex or a Subsidiary, whether or not under an existing plan, arrangement or other agreement, constitutes an "excess parachute payment" within the meaning of Section 280G(b) of the Code (each such parachute payment, a "Parachute Payment") and will result in the imposition on Borow of an excise tax under Section 4999 of the Code, then, in addition to any other benefits to which Borow is entitled under this Agreement, Aeroflex shall pay him an amount in cash equal to the sum of the excise taxes payable by him by reason of receiving Parachute Payments, plus the amount necessary to put him in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 10) as if no excise taxes had been imposed with respect to Parachute Payments (the "Parachute Gross-up").

15

(ii)Computation. The amount of any payment under this Section 10 shall be computed by a certified public accounting firm of national reputation selected by Aeroflex and acceptable to Borow. If Aeroflex or Borow disputes the computation rendered by such accounting firm, Aeroflex shall select an alternative certified public accounting firm of national reputation to perform the applicable computation. If the two accounting firms cannot agree upon the computations, Borow and Aeroflex shall jointly appoint a third certified public accounting firm of national reputation within 10 calendar days after the two conflicting computations have been rendered. Such third accounting firm shall be asked to determine within 30 calendar days the computation of the Parachute Gross-up to be paid to Borow, and payments shall be made accordingly.

(iii)Payment. In any event, Aeroflex shall pay to Borow or pay on his behalf the Parachute Gross-up as computed by the accounting firm initially selected by Borow by the time any taxes payable by him as a result of the Parachute Payments become due, with Borow agreeing to return the excess amount of such payment over the final computation rendered from the process described in Section 10(b). Borow and Aeroflex shall provide the accounting firms with all information that any of them reasonably deems necessary in order to compute the Parachute Gross-up. The cost and expenses of all the accounting firms retained to perform the computations described above shall be borne by Aeroflex.

In the event that the Internal Revenue Service ("IRS") or the accounting firm computing the Parachute Gross-up finally determines that the amount of excise taxes thereon initially paid was insufficient to discharge Borow's excise tax liability, Aeroflex shall make additional payments to him as may be necessary to reimburse him for discharging the full liability.

16

If there is a reasonable basis for a refund claim with respect to excise taxes paid, as determined in the sole discretion of Aeroflex, Borow shall apply to the IRS for a refund of any excise taxes paid and remit to Aeroflex the amount of any such refund that he receives. Aeroflex shall reimburse Borow for his expenses in seeking a refund of excise taxes and for any interest and penalties imposed on excise taxes that he is required to pay.

(b)Change in Control. If, in connection with a Change in Control or other transaction following the Effective Date, Aeroflex determines in good faith that any payments or benefits (whether made or provided pursuant to this Agreement or otherwise) provided to Borow constitute "parachute payments" within the meaning of Section 280G of the Code (“Parachute Payments”), and may be subject to an excise tax imposed pursuant to Section 4999 of the Code, the Borow's Parachute Payments will be reduced to an amount determined by Aeroflex in good faith to be the maximum amount that may be provided to Borow without resulting in any portion of such Parachute Payments being subject to such excise tax (the amount of such reduction, the “Cutback Benefits”).  Borow shall be entitled to select which Parachute Payments shall be reduced hereunder; provided that if Borow fails to so select, Aeroflex shall select which Parachute Payments will be reduced.  Notwithstanding the foregoing, Aeroflex shall use reasonable efforts to obtain the approval of the Cutback Benefits by Aeroflex's shareholders in the manner contemplated by Q&A 7 of Treas. Reg. Section 1.280G, it being understood and agreed that Aeroflex does not guarantee that such approval will be obtained.  If, and only if, Aeroflex determines that such approval is obtained, Borow shall be entitled to receive the Cutback Benefits without regard to the first sentence of this paragraph.

(c)Any Parachute Gross-up payments due to Borow under this Section 10 shall be paid no later than the end of the calendar year following the calendar year in which Borow pays the excise tax to which such Parachute Gross-up payment relates.

17

11. CONSULTING PERIOD.

(a)General. Effective upon the end of the Employment Term (but only if the Employment Term ends by reason of its expiration or, if earlier, upon termination of Borow's employment (i) by mutual agreement or (ii) by Retirement), Borow shall become a consultant to Aeroflex, in recognition of the continued value to Aeroflex of his extensive knowledge and expertise. Unless earlier terminated, as provided in Section 11(e), the Consulting Period shall continue for three years.

(b)Duties and Extent of Services.

(i)During the Consulting Period, Borow shall consult with Aeroflex and its senior executive officers regarding its respective businesses and operations. Such consulting services shall not require more than 50 days in any calendar year, nor more than one day in any week, it being understood and agreed that during the Consulting Period Borow shall have the right, consistent with the prohibitions of Sections 12 and 13 below, to engage in full-time or part-time employment with any business enterprise that is not a competitor of Aeroflex.

(ii)Borow's service as a consultant shall only be required at such times and such places as shall not result in unreasonable inconvenience to him, recognizing that he may have to accord priority to his other business commitments over the performance of services for Aeroflex. In order to minimize interference with Borow's other commitments, his consulting services may be rendered by personal consultation at his residence or office wherever maintained, or by correspondence through mail, telephone, fax or other similar mode of communication at times, including weekends and evenings, most convenient to him.

(iii)During the Consulting Period, Borow shall not be obligated to serve as a member of the Board or to occupy any office on behalf of Aeroflex or any of its Subsidiaries.

18

(c)Compensation. During the Consulting Period, Borow shall receive from Aeroflex each year an amount equivalent to two-thirds of his Salary at the end of the Employment Term, payable and subject to annual increase as provided in Section 3 above.

(d)Disability. In the event of Disability during the Consulting Period, Aeroflex or Borow may terminate Borow's consulting services. If Borow's consulting services are terminated due to Disability, he shall be entitled to compensation, in accordance with Section 11(c), for the remainder of the Consulting Period.

(e)Termination. The Consulting Period shall terminate after three years or, if earlier, upon Borow's death or upon his failure to perform consulting services as provided in Section 11(b), pursuant to 30 days' written notice by Aeroflex to Borow of the grounds constituting such failure and reasonable opportunity afforded Borow to cure the alleged failure. Upon any such termination, payment of consulting fees and benefits (with the exception of lifetime medical benefits under Section 7(b) above) shall cease.

(f)Other. During the Consulting Period, Borow shall be entitled to expense reimbursement (including secretarial, telephone and similar support services) and perquisites and medical benefits, pursuant to the terms of Sections 5, 6(a) and 7(b), respectively.

12. CONFIDENTIAL INFORMATION.

(a)General.

(i)Borow understands and hereby acknowledges that as a result of his employment with Aeroflex he will necessarily become informed of and have access to certain valuable and confidential information of Aeroflex and any of its Subsidiaries, joint ventures and affiliates, including, without limitation, inventions, trade secrets, technical information, computer software and programs, know-how and plans ("Confidential Information"), and that any such Confidential Information, even though it may be developed or otherwise acquired by Borow, is the exclusive property of Aeroflex to be held by him in trust solely for Aeroflex's benefit.

19

(ii)Accordingly, Borow hereby agrees that, during the Employment Term and the Consulting Period and subsequent to both, he shall not, and shall not cause others to, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity any Confidential Information without prior written consent of the Board, except to (A) responsible officers and employees of Aeroflex or (B) responsible persons who are in a contractual or fiduciary relationship with Aeroflex or who need such information for purposes in the interest of Aeroflex. Notwithstanding the foregoing, the prohibitions of this clause (ii) shall not apply to any Confidential Information that becomes of general public knowledge other than from Borow or is required to be divulged by court order or administrative process; providedthat Borow shall give prompt written notice to Aeroflex of such requirement, disclose no more information than is so required, and cooperate with any attempts by Aeroflex to obtain a protective order or similar treatment.

(b)Return of Documents. Upon termination of his employment with Aeroflex for any reason or, if applicable, upon expiration of the Consulting Period, Borow shall promptly deliver to Aeroflex all plans, drawings, manuals, letters, notes, notebooks, reports, computer programs and copies thereof and all other materials, including without limitation those of a secret or confidential nature, relating to Aeroflex's business that are then in his possession or control.

(c)Remedies and Sanctions. In the event that Borow is found to be in violation of Section 12(a) or (b) above, Aeroflex shall be entitled to relief as provided in Section 14 below.

13. NONCOMPETITION/NONSOLICITATION.

(a)Prohibitions. During Borow's employment with Aeroflex and, if applicable, the Consulting Period and until the later of (x) the fifth anniversary of the Effective Date and (y) two years following the Borow's termination of employment for any reason or the Consulting Period, as applicable, Borow shall not, without prior written authorization of the Board, directly or indirectly,

20

(i)whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of Aeroflex or a subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by Aeoflex or any of its subsidiaries on the date of Borow's termination of employment or within twelve (12) months of Borow's termination of employment in the geographic locations where Aeroflex and its subsidiaries engage or propose to engage in such business;

(ii)solicit or induce any customer of Aeroflex to cease purchasing goods or services from Aeroflex or to become a customer of any competitor of Aeroflex; or

(iii)solicit or attempt to solicit any employee of Aeroflex or any of its subsidiaries (a "Current Employee") or any person who was an employee of Aeroflex or any of its subsidiaries during the twelve (12) month period immediately prior to the date Borow's employment terminates (a "Former Employee") to terminate such employee's employment relationship with Aeroflex in order, in either case, to enter into a similar relationship with Borow, or any other person or any entity or hire any employee or Former Employee.

(b)Remedies and Sanctions. In the event that Borow is found to be in violation of Section 13(a) above, Aeroflex shall be entitled to relief as provided in Section 14 below.

21

(c)Exceptions. Notwithstanding anything to the contrary in Section 13(a) above, its provisions shall not be construed as preventing Borow from investing his assets in any business that is not a direct competitor of Aeroflex.

14. REMEDIES/SANCTIONS.

Borow acknowledges that the services he is to render under this Agreement are of a unique and special nature, the loss of which cannot reasonably or adequately be compensated for in monetary damages, and that irreparable injury and damage may result to Aeroflex in the event of any breach of this Agreement or default by Borow. Because of the unique nature of the Confidential Information and the importance of the prohibitions against competition and solicitation, Borow further acknowledges and agrees that Aeroflex will suffer irreparable harm if he fails to comply with his obligations under Section 12(a) or (b) above or Section 13(a) above and that monetary damages would be inadequate to compensate Aeroflex for any such breach. Accordingly, Borow agrees that, in addition to any other remedies available to either Party at law, in equity or otherwise, Aeroflex will be entitled to seek injunctive relief or specific performance to enforce the terms (without the posting of a bond), or prevent or remedy the violation, of any provisions of this Agreement. In addition, without limiting Aeroflex's remedies for any breach of any restriction on Borow set forth in Sections 12(a) or (b) above or Section 13(a) above, except as required by law, Aeroflex will have no obligation to pay or provide any of the amounts or benefits under Sections 7 or 8 above.

15. BENEFICIARIES/REFERENCES.

Borow shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following his death by giving Aeroflex written notice thereof; provided, however, that absent any then effective contrary notice, his beneficiary shall be his surviving Spouse. In the event of Borow's death, or of a judicial determination of his incompetence, reference in this Agreement to Borow shall be deemed to refer, as appropriate, to his beneficiary, estate or other legal representative.

22

16. WITHHOLDING TAXES.

All payments to Borow or his Beneficiary under this Agreement shall be subject to withholding on account of federal, state and local taxes as required by law.

17. INDEMNIFICATION AND LIABILITY INSURANCE.

Nothing herein is intended to limit Aeroflex's indemnification of Borow, and Aeroflex shall indemnify him to the fullest extent permitted by applicable law consistent with Aeroflex's Certificate of Incorporation and By-Laws as in effect on the Effective Date, with respect to any action or failure to act on his part while he is an officer, director or employee of Aeroflex or any Subsidiary. Aeroflex shall cause Borow to be covered at all times by directors' and officers' liability insurance on terms no less favorable than provided to other directors' and officers'. Aeroflex shall continue to indemnify Borow as provided above and maintain such liability insurance coverage for him after the Employment Term and, if applicable, the Consulting Period, for any claims that may be made against him with respect to his service as a director or officer of Aeroflex or as a consultant to Aeroflex.

18. EFFECT OF AGREEMENT ON OTHER BENEFITS.

The existence of this Agreement shall not prohibit or restrict Borow's entitlement to participate fully in compensation, employee benefit and other plans of Aeroflex in which senior executives are eligible to participate.

19. ASSIGNABILITY; BINDING NATURE.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of Borow) and assigns. No rights or obligations of Aeroflex under this Agreement may be assigned or transferred by Aeroflex except pursuant to (a) a merger or consolidation in which Aeroflex is not the continuing entity or (b) sale or liquidation of all or substantially all of the assets of Aeroflex, provided that the surviving entity or assignee or transferee is the successor to all or substantially all of the assets of Aeroflex and such surviving entity or assignee or transferee assumes the liabilities, obligations and duties of Aeroflex under this Agreement, either contractually or as a matter of law.

23

20. REPRESENTATIONS.

The Parties respectively represent and warrant that each is fully authorized and empowered to enter into this Agreement and that the performance of its or his obligations, as the case may be, under this Agreement will not violate any agreement between such Party and any other person, firm or organization. Aeroflex represents and warrants that this Agreement has been duly authorized by all necessary corporate action and is valid, binding and enforceable in accordance with its terms.

21. ENTIRE AGREEMENT.

Except to the extent otherwise provided herein, this Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral, between the Parties concerning the subject matter hereof, including without limitation the Prior Agreement. Payments and benefits provided under this Agreement are in lieu of any payments or other benefits under any severance program or policy of Aeroflex to which Borow would otherwise be entitled.

22. AMENDMENT OR WAIVER.

No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by both Borow and an authorized officer of Aeroflex. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Party to be charged with the waiver. No delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

24

23. SEVERABILITY.

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

24. SURVIVAL.

The respective rights and obligations of the Parties under this Agreement shall survive any termination of Borow's employment with Aeroflex.

25. GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York, without reference to principles of conflict of laws.

26. NOTICES.

Any notice given to either Party shall be in writing and shall be deemed to have been given when delivered either personally, by fax, by overnight delivery service (such as Federal Express) or sent by certified or registered mail postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as the Party may subsequently give notice of.

25

If to Aeroflex or the Board:

Aeroflex Incorporated

35 South Service Road

Plainview, NY 11803

Attention: General Counsel

FAX: (516) 694-4823

With a copy to:

Veritas Capital Management II, LLC

660 Madison Avenue, 14th Floor

New York, New York 10021

Attention: Robert B. McKeon

And a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: Benjamin Polk

Telephone: (212) 756-2000

Fax: (212) 593-5955

If to Borow:

Leonard Borow

7582 Isla Berde Way

Delray Beach, Florida 33446

27. HEADINGS.

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

28. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.

26

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

		Aeroflex Incorporated
Attest:		By: /s/ John Adamovich
Witness:	/s/	/s/ Leonard Borow
		Leonard Borow

Exhibit A

GENERAL RELEASE

I, Leonard Borow, in consideration of and subject to the terms and conditions set forth in the Employment Agreement dated as of August 15, 2007 (the "Employment Agreement") to which this General Release is attached, and other good and valuable consideration, do hereby release and forever discharge Aeroflex Incorporated (the "Company"), VGG Holding LLC, AX Holding Corp. and their current and former officers, directors, partners, members, shareholders, investors, employees, attorneys, agents, predecessors, successors, affiliates, assigns and legal representatives (together, the "Company Released Parties"),from any and all claims, charges, manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever which I, my heirs, executors, administrators and assigns have, or may hereafter have against the Company Released Parties arising out of or by reason of any cause, matter or thing whatsoever, whether known or unknown, from the beginning of the world to the date hereof ("Claims"), including, without limitation, in connection with or relating to, my employment or termination of employment with the Company and its subsidiaries, the Employment Agreement, all employment-related matters arising under any federal, state or local statute, rule or regulation or principle of contract law or common law and any claims of employment discrimination, unlawful harassment or retaliation claims and claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 etseq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 etseq., the Fair Labor Standards Act (to the extent allowed by law), 29 U.S.C. § 201 etseq., Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, etseq., the Reconstruction Era Civil Rights Act, 42 U.S.C. § 1981 etseq., the Americans with Disabilities Act of 1993, 42 U.S.C. § 12900 etseq., the Family and Medical Leave Act of 1990 (to the extent allowed by law), 42 U.S.C. § 12101, etseq., the New York State Human Rights Law, N.Y. Exec. Law § 290 etseq., the New York State Labor Law, N.Y. Labor Law § 1 etseq., and the New York City Human Rights Law, N.Y.C. Admin. Code § 8-107 etseq., provided, that this General Release shall not constitute a release of any Claims that arise from a breach of (i) Sections 4(b), 7, 8, 10, 11 and/or 17 of the Employment Agreement, (ii) the Contribution Agreement between VGG Holding LLC and me, (iii) the Amended and Restated Limited Liability Agreement of VGG Holding LLC, as amended from time to time or (iv) any benefit under any tax-qualified plan sponsored, maintained or contributed to by the Company.

I acknowledge that I have been advised to consult with legal counsel. I acknowledge that I have been provided with the opportunity to review and consider this General Release for twenty-one (21) days from the date it was provided to me. If I elect to sign before the expiration of the twenty-one (21) days, I acknowledge that I will have chosen, of my own free will without any duress, to waive my right to the full twenty-one (21) day period. I understand that I may revoke this General Release within seven (7) days after my execution by sending a written notice of revocation to __________ at the Company at ____________________, received within the seven-day revocation period.

I acknowledge that I have not relied on any representations or statements not set forth in the Employment Agreement or in this General Release. Unless otherwise publicly-filed by the Company, I will not disclose the contents or substance of this General Release to any third parties, other than my spouse, attorneys, accountants, or as required by law, and I will instruct each of the foregoing not to disclose the same. I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects.

This General Release will be governed by and construed in accordance with the laws of the State of New York. If any provision in this General Release is held invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.

In witness hereof, I have executed this General Release this 15^th day of _____, 200_.

 Leonard Borow

EX-10.16

Execution Copy

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of August 15, 2007 (the "Effective Date"), by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, New York 11803 (together with its successors and assigns permitted under this Agreement, "Aeroflex") and John E. Buyko, who resides at 28 Beaumont Drive, Dix Hills, New York 11747 ("Buyko"), amends and restates in its entirety the original agreement made and entered into as of December 5, 2006 between Aeroflex and Buyko, (the "Prior Agreement").

WITNESSETH:

WHEREAS, pursuant to the Agreement and Plan of Merger by and among AX Holding Corp., AC Acquisition Corp (the "Merger Sub") and Aeroflex, dated as of May 25, 2007, Merger Sub shall be merged with and into Aeroflex and the separate corporate existence of Merger Sub shall cease and Aeroflex shall continue as the surviving corporation (the "Transaction");

WHEREAS, Aeroflex has determined that it is in the best interests of Aeroflex and its stockholders to continue to employ Buyko following the Transaction and to set forth in this Agreement the obligations and duties of both Aeroflex and Buyko; and

WHEREAS, Aeroflex wishes to assure itself of the services of Buyko for the period hereinafter provided, and Buyko is willing to be employed by Aeroflex for said period, upon the terms and conditions provided in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, Aeroflex and Buyko (individually a "Party" and together the "Parties") agree as follows:

1. DEFINITIONS.

(a)"Beneficiary" shall mean the person or persons named by Buyko pursuant to Section 17 below or, in the event that no such person is named who survives Buyko, his estate.

(b)"Board" shall mean the Board of Directors of Aeroflex.

(c)"Cause" shall mean:

(i)Buyko's conviction of a felony;

(ii)continued failure of Buyko to perform his obligations under this Agreement for a period of thirty (30) days following receipt of written notice to Buyko of such failure,

(iii)willful malfeasance or willful misconduct in connection with Buyko's duties or any act or omission which is injurious to the financial condition or business reputation of Aeroflex or its affiliates;

(iv)a breach by Buyko of the provisions of Sections 8 or 9 below to the demonstrable and material detriment of Aeroflex.

Notwithstanding the foregoing, in no event shall Buyko's failure to perform the duties associated with his position caused by his mental or physical disability constitute Cause for his termination.

2

(d)"Change in Control" shall have the same meaning as in the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, dated as of August 15, 2007, as amended from time to time.

(e)"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f)"Disability" shall mean the illness or other mental or physical disability of Buyko, as determined by a physician acceptable to Aeroflex and Buyko, resulting in his failure during the Employment Term, as the case may be, (i) to perform substantially his applicable material duties under this Agreement for a period of 90 consecutive days or 180 days in any 12 month period and (ii) to return to the performance of his duties within 30 days after receiving written notice of termination.

(g)"Employment Term" shall mean the period specified in Section 2(b) below.

(h)"Fiscal Year" shall mean the 12-month period beginning on July 1 and ending on the next subsequent June 30, or such other 12-month period as may constitute Aeroflex's fiscal year at any time hereafter.

(i)"Good Reason" shall mean, at any time during the Employment Term, without Buyko's prior written consent or his acquiescence:

(i)reduction in his then current Salary;

(ii)reduction in the bonus or incentive compensation opportunities available to Buyko;

(iii)Aeroflex's failure to pay Buyko any amounts otherwise vested and due him hereunder or under any plan or policy of Aeroflex;

(iv)substantial diminution of Buyko's duties or responsibilities;

3

(v)assignment to Buyko of duties substantially incompatible with his position as a senior executive officer; or

(vi)relocation of Aeroflex's corporate headquarters to a location more than 35 miles from the location first above described.

provided, that the divesture by Aeroflex of assets representing up to sixty percent (60%) of Aeroflex's EBITDA shall not result in a diminution of Buyko's duties or responsibilities..

Buyko shall provide Aeroflex written notice specifying such event or deficiency constituting Good Reason within ninety (90) days following Buyko's knowledge of the occurrence of such event and Aeroflex shall have thirty (30) days after receipt of such notice to cure the event or deficiency that would result in Good Reason.

(j)"Salary" shall mean the annual salary provided for in Section 3 below, as adjusted from time to time.

(k)"Spouse" shall mean, during the Employment Term, the woman who as of any relevant date is legally married to Buyko.

(l)"Subsidiary" shall mean any corporation of which Aeroflex owns,

directly or indirectly, more than 50 percent of its voting stock.

2. EMPLOYMENT TERM, POSITIONS AND DUTIES.

(a)Employment of Buyko. Aeroflex hereby continues to employ Buyko, and Buyko hereby accepts continued employment with Aeroflex, in the positions and with the duties and responsibilities set forth below and upon such other terms and conditions as are hereinafter stated. Buyko shall render services to Aeroflex principally at Aeroflex's corporate headquarters, but he shall do such traveling on behalf of Aeroflex as shall be reasonably required in the course of the performance of his duties hereunder.

4

(b)Employment Term. The Employment Term shall commence on the Effective Date and shall terminate on August 15, 2012. In addition, the Employment Term shall automatically terminate upon any termination of Executive's employment pursuant Section 5.

(c)Titles and Duties.

(i)Until the date of termination of his employment hereunder, Buyko shall be employed as the Executive Vice President of Aeroflex and President of Aeroflex Microelectronics Solutions, reporting to the chief executive officer of Aeroflex and the Board. In his capacity as Executive Vice President and President, Buyko shall have the customary powers, responsibilities and authorities of an executive vice president of corporations of the size, type and nature of Aeroflex.

(ii)During the Employment Term, until a Change in Control, Buyko shall serve as a member of the Board of Directors of Aeroflex.

(d)Time and Effort.

(i)Buyko agrees to devote his best efforts and abilities and his full business time and attention to the affairs of Aeroflex in order to carry out his duties and responsibilities under this Agreement.

(ii)Notwithstanding the foregoing, nothing shall preclude Buyko from (A) serving on the boards of a reasonable number of trade associations, charitable organizations and/or businesses not in competition with Aeroflex, (B) engaging in charitable activities and community affairs and (C) managing his personal investments and affairs; provided, however, that, such activities do not materially interfere with the proper performance of his duties and responsibilities specified in Section 2 (c) above.

5

3. SALARY.

(a)Salary. Buyko shall receive from Aeroflex an annual Salary, payable in accordance with the regular payroll practices of Aeroflex, in a minimum amount of $425,000. The Board agrees to review Buyko's Salary annually during the Employment Term and Buyko's Salary may be increased (but not decreased) by the Board in its sole discretion.

(b)Salary Increase. Any amount to which Buyko's Salary is increased, as provided in Section 3(a) above or otherwise, shall not thereafter be reduced without his consent, and the term "Salary" as used in this Agreement shall refer to his Salary as thus increased.

(c)ANNUAL BONUS.

(i)For Fiscal Year 2007, Buyko shall receive a guaranteed bonus of $600,000, payable to Buyko at the same time that Fiscal Year 2007 annual bonuses are paid to other senior executives of Aeroflex.

(ii)For each Fiscal Year ending during the Employment Term, Buyko shall be eligible to receive an annual bonus of between 50% and 150% of Salary based upon the achievement of Aeroflex's EBITDA targets established by the Board. 50% of Salary will be awarded if the Aeroflex's EBITDA is $10,000,000 less than the EBITDA target established by the Board (the "Threshold EBITDA") and 150% of Salary will be awarded if Aeroflex’s EBITDA is $10,000,000 or more greater than the EBITDA target established by the Board. Buyko's bonus shall be determined by linear interpolation to Company performance falling between the two targets. No annual bonus will be paid if Aeroflex's EBITDA is below the Threshold EBITDA. The EBITDA targets shall be equitably adjusted by the Board in the event of any divestiture, acquisition or other extraordinary event. The EBITDA target for fiscal year 2008 is $130 million.

6

4. EXPENSE REIMBURSEMENT; CERTAIN OTHER COSTS.

During the Employment Term, Buyko shall be entitled to prompt reimbursement by Aeroflex for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, upon his submission of such accounts and records as may be reasonably required by Aeroflex. In addition, Buyko shall be entitled to payment by Aeroflex of all reasonable costs and expenses, including attorneys' and consultants' fees and disbursements, incurred by him in connection with adoption of this Agreement.

(a)EMPLOYEE BENEFIT PLANS. During the Employment Term, Buyko shall be entitled to participate in all employee benefit plans and programs that are made available to Aeroflex's senior executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, pension and other retirement plans, profit-sharing plans, savings and similar plans, group life insurance, accidental death and dismemberment insurance, travel accident insurance, hospitalization insurance, surgical insurance, major and excess major medical insurance, dental insurance, short-term and long-term disability insurance, sick leave (including salary continuation arrangements), holidays, vacation (not less than four weeks in any calendar year) and any other employee benefit plans or programs that may be sponsored by Aeroflex from time to time, including plans that supplement the above-listed types of plans, whether funded or unfunded. In addition, During the Employment Term, Buyko shall be entitled to a car allowance of $750.00 per month.

5. TERMINATION OF EMPLOYMENT.

(a)Termination by Mutual Agreement. The Parties may terminate this Agreement by mutual agreement at any time. If they do so, Buyko's entitlements shall be as the Parties mutually agree.

7

(b)General. Notwithstanding anything to the contrary herein, in the event of termination of Buyko's employment under this Agreement, he or his Beneficiary, as the case may be, shall be entitled to receive (in addition to payments and benefits under Section 3(c)(i) or as specifically provided in, subsections (c) through (f) below, as applicable):

(i)his Salary through the date of termination;

(ii)any unused vacation from prior years;

(iii)any reimbursements payable in accordance with Section 4 above of any business expenses incurred by Buyko through the date of termination buy not yet paid to him; and

(iv)any other compensation or benefits that have vested through the date of termination or to which he may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan.

(c)Termination due to Death. In the event that Buyko's employment terminates due to his death, his Beneficiary shall be entitled, in addition to the compensation and benefits specified in Section 5(b), to any annual bonus for the current Fiscal Year based on actual performance of Aeroflex, prorated to the date of termination.

(d)Termination due to Disability. In the event of Disability, Aeroflex or Buyko may terminate Buyko's employment. If Buyko's employment terminates due to Disability, he shall be entitled, in addition to the compensation and benefits specified in Section 5(b), to any annual bonus for the current Fiscal Year based on actual performance of Aeroflex, prorated to the date of termination.

(e)Termination by Aeroflex for Cause. Aeroflex may terminate Buyko's employment hereunder for Cause only upon written notice to Buyko prior to any intended termination, which notice shall specify the grounds for such termination in reasonable detail. In the event that Buyko's employment is terminated for Cause, he shall be entitled only to the compensation and benefits specified in Section 5(b).

8

(f)Termination Without Cause or by Buyko for Good Reason.

(i)Termination without Cause shall mean termination of Buyko's employment by Aeroflex and shall exclude termination (A) due to Retirement, death, Disability or Cause or (B) by mutual agreement of Buyko and Aeroflex. Aeroflex shall provide Buyko 15 days' prior written notice of termination by it without Cause, and Buyko shall provide Aeroflex 30 days' prior written notice of his termination for Good Reason.

(ii)In the event of termination by Aeroflex of Buyko's employment without Cause or of termination by Buyko of his employment for Good Reason, subject to the execution of a general release in favor of Aeroflex, it affiliates and their current and former officers, directors and employees, in substantially the form attached as Exhibit A, which is not revoked, he shall be entitled, in addition to the compensation and benefits specified in Section 5(b), to:

(A)his Salary, payable for the remainder of the Employment Term (assuming Buyko's employment had not terminated) at the rate in effect immediately before such termination;

(B)annual bonuses for the remainder of the Employment Term (assuming Buyko's employment had not terminated) (including a prorated bonus for any partial Fiscal Year) equal to the average of the highest annual bonuses (not to exceed 3 years) awarded to him during the Fiscal Years (not to exceed 10 years) commencing after the Effective Date (including, without limitation, any bonus awarded to Buyko in the year of termination, which is unpaid as of the date of termination) (provided that if Buyko is terminated prior to the payment of any annual bonus following the Effective Date, the annual bonus shall be 100% of Salary), such bonuses to be paid at the same time annual bonuses are regularly paid by Aeroflex to Buyko; and

9

(C)For the continued benefit of Buyko and his eligible dependents, Aeroflex shall maintain in full force and effect until the earlier of (A) December 31 of the second calendar year following the calendar year of termination or (B) Buyko's commencement of full-time employment with a new employer, at the same cost as is paid by similarly-situated continuing employees all medical and health plans and programs for which Buyko was eligible immediately prior to the date of termination, provided that Buyko's continued participation is possible under the general terms and provisions of such plans and programs, and subject further to such periodic changes in such plans and programs as are generally applicable to all participants in such plans and programs. Buyko will be responsible for any income tax liability arising out of any continued participation in such health and medical plans and programs, and no additional employment service credits shall be given for the period of such continued participation; and

(D)other benefits in accordance with applicable plans and programs of Aeroflex.

(iii)Prior written consent by Buyko to any of the events described in Section 1(i) above shall be deemed a waiver by him of his right to terminate for Good Reason under this Section 5(f) solely by reason of the events set forth in such waiver.

6. NO DUTY TO MITIGATE; NO OFFSET.

Buyko shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payment hereunder be subject to offset in the event Buyko does receive compensation for services from any other source.

10

7. PARACHUTES.

(a)Transaction.

(i)Application. If, within twelve months following the closing of the Transaction, Buyko is terminated by Aeroflex without Cause or Buyko terminates employment for Good Reason and, in connection with the Transaction, all, or any portion, of the payments provided under this Agreement, and/or any other payments and benefits that Buyko receives or is entitled to receive from Aeroflex or a Subsidiary, whether or not under an existing plan, arrangement or other agreement, constitutes an "excess parachute payment" within the meaning of Section 280G(b) of the Code (each such parachute payment, a "Parachute Payment") and will result in the imposition on Buyko of an excise tax under Section 4999 of the Code, then, in addition to any other benefits to which Buyko is entitled under this Agreement, Aeroflex shall pay him an amount in cash equal to the sum of the excise taxes payable by him by reason of receiving Parachute Payments, plus the amount necessary to put him in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 12) as if no excise taxes had been imposed with respect to Parachute Payments (the "Parachute Gross-up").

(ii)Computation. The amount of any payment under this Section 10 shall be computed by a certified public accounting firm of national reputation selected by Aeroflex and acceptable to Buyko. If Aeroflex or Buyko disputes the computation rendered by such accounting firm, Aeroflex shall select an alternative certified public accounting firm of national reputation to perform the applicable computation. If the two accounting firms cannot agree upon the computations, Buyko and Aeroflex shall jointly appoint a third certified public accounting firm of national reputation within 10 calendar days after the two conflicting computations have been rendered. Such third accounting firm shall be asked to determine within 30 calendar days the computation of the Parachute Gross-up to be paid to Buyko, and payments shall be made accordingly.

11

(iii)Payment. In any event, Aeroflex shall pay to Buyko or pay on his behalf the Parachute Gross-up as computed by the accounting firm initially selected by Buyko by the time any taxes payable by him as a result of the Parachute Payments become due, with Buyko agreeing to return the excess amount of such payment over the final computation rendered from the process described in Section 7(b). Buyko and Aeroflex shall provide the accounting firms with all information that any of them reasonably deems necessary in order to compute the Parachute Gross-up. The cost and expenses of all the accounting firms retained to perform the computations described above shall be borne by Aeroflex.

In the event that the Internal Revenue Service ("IRS") or the accounting firm computing the Parachute Gross-up finally determines that the amount of excise taxes thereon initially paid was insufficient to discharge Buyko's excise tax liability, Aeroflex shall make additional payments to him as may be necessary to reimburse him for discharging the full liability.

If there is a reasonable basis for a refund claim with respect to excise taxes paid, as determined in the sole discretion of Aeroflex, Buyko shall apply to the IRS for a refund of any excise taxes paid and remit to Aeroflex the amount of any such refund that he receives. Aeroflex shall reimburse Buyko for his expenses in seeking a refund of excise taxes and for any interest and penalties imposed on excise taxes that he is required to pay.

12

(b)Change in Control. If, in connection with a Change in Control or other transaction following the Effective Date, Aeroflex determines in good faith that any payments or benefits (whether made or provided pursuant to this Agreement or otherwise) provided to Buyko constitute "parachute payments" within the meaning of Section 280G of the Code (“Parachute Payments”), and may be subject to an excise tax imposed pursuant to Section 4999 of the Code, the Buyko's Parachute Payments will be reduced to an amount determined by Aeroflex in good faith to be the maximum amount that may be provided to Buyko without resulting in any portion of such Parachute Payments being subject to such excise tax (the amount of such reduction, the “Cutback Benefits”).  Buyko shall be entitled to select which Parachute Payments shall be reduced hereunder; provided that if Buyko fails to so select, Aeroflex shall select which Parachute Payments will be reduced.  Notwithstanding the foregoing, Aeroflex shall use reasonable efforts to obtain the approval of the Cutback Benefits by Aeroflex's shareholders in the manner contemplated by Q&A 7 of Treas. Reg. Section 1.280G, it being understood and agreed that Aeroflex does not guarantee that such approval will be obtained.  If, and only if, Aeroflex determines that such approval is obtained, Buyko shall be entitled to receive the Cutback Benefits without regard to the first sentence of this paragraph.

(c)Any Parachute Gross-up payments due to Buyko under this Section 10 shall be paid no later than the end of the calendar year following the calendar year in which Buyko pays the excise tax to which such Parachute Gross-up payment relates.

8. CONFIDENTIAL INFORMATION.

(a)General.

(i)Buyko understands and hereby acknowledges that as a result of his employment with Aeroflex he will necessarily become informed of and have access to certain valuable and confidential information of Aeroflex and any of its Subsidiaries, joint ventures and affiliates, including, without limitation, inventions, trade secrets, technical information, computer software and programs, know-how and plans ("Confidential Information"), and that any such Confidential Information, even though it may be developed or otherwise acquired by Buyko, is the exclusive property of Aeroflex to be held by him in trust solely for Aeroflex's benefit.

13

(ii)Accordingly, Buyko hereby agrees that, during the Employment Term and thereafter, he shall not, and shall not cause others to, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity any Confidential Information without prior written consent of the Board, except to (A) responsible officers and employees of Aeroflex or (B) responsible persons who are in a contractual or fiduciary relationship with Aeroflex or who need such information for purposes in the interest of Aeroflex. Notwithstanding the foregoing, the prohibitions of this clause (ii) shall not apply to any Confidential Information that becomes of general public knowledge other than from Buyko or is required to be divulged by court order or administrative process; providedthat Buyko shall give prompt written notice to Aeroflex of such requirement, disclose no more information than is so required, and cooperate with any attempts by Aeroflex to obtain a protective order or similar treatment.

(b)Return of Documents. Upon termination of his employment with Aeroflex for any reason, Buyko shall promptly deliver to Aeroflex all plans, drawings, manuals, letters, notes, notebooks, reports, computer programs and copies thereof and all other materials, including without limitation those of a secret or confidential nature, relating to Aeroflex's business that are then in his possession or control.

(c)Remedies and Sanctions. In the event that Buyko is found to be in violation of Section 8(a) or (b) above, Aeroflex shall be entitled to relief as provided in Section 10 below.

14

9. NONCOMPETITION/NONSOLICITATION.

(a)Prohibitions. During Buyko's employment with Aeroflex and until the later of (x) the period in which Buyko is entitled to continued severance payments pursuant to Section 5 and (y) one year following the Buyko's termination of employment for any reason, Buyko shall not, without prior written authorization of the Board, directly or indirectly,

(i)whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of Aeroflex or a subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by Aeoflex or any of its subsidiaries on the date of Buyko's termination of employment or within twelve (12) months of Buyko's termination of employment in the geographic locations where Aeroflex and its subsidiaries engage or propose to engage in such business;

(ii)solicit or induce any customer of Aeroflex to cease purchasing goods or services from Aeroflex or to become a customer of any competitor of Aeroflex; or

(iii)solicit or attempt to solicit any employee of Aeroflex or any of its subsidiaries (a "Current Employee") or any person who was an employee of Aeroflex or any of its subsidiaries during the twelve (12) month period immediately prior to the date Buyko's employment terminates (a "Former Employee") to terminate such employee's employment relationship with Aeroflex in order, in either case, to enter into a similar relationship with Buyko, or any other person or any entity or hire any employee or Former Employee.

15

(b)Remedies and Sanctions. In the event that Buyko is found to be in violation of Section 9(a) above, Aeroflex shall be entitled to relief as provided in Section 10 below.

(c)Exceptions. Notwithstanding anything to the contrary in Section 9(a) above, its provisions shall not be construed as preventing Buyko from investing his assets in any business that is not a direct competitor of Aeroflex.

10. REMEDIES/SANCTIONS.

Buyko acknowledges that the services he is to render under this Agreement are of a unique and special nature, the loss of which cannot reasonably or adequately be compensated for in monetary damages, and that irreparable injury and damage may result to Aeroflex in the event of any breach of this Agreement or default by Buyko. Because of the unique nature of the Confidential Information and the importance of the prohibitions against competition and solicitation, Buyko further acknowledges and agrees that Aeroflex will suffer irreparable harm if he fails to comply with his obligations under Section 8(a) or (b) above or Section 9(a) above and that monetary damages would be inadequate to compensate Aeroflex for any such breach. Accordingly, Buyko agrees that, in addition to any other remedies available to either Party at law, in equity or otherwise, Aeroflex will be entitled to seek injunctive relief or specific performance to enforce the terms (without the posting of a bond), or prevent or remedy the violation, of any provisions of this Agreement. In addition, without limiting Aeroflex's remedies for any breach of any restriction on Buyko set forth in Sections 8(a) or (b) above or Section 9(a) above, except as required by law, Aeroflex will have no obligation to pay or provide any of the amounts or benefits under Section 5 above.

16

11. BENEFICIARIES/REFERENCES.

Buyko shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following his death by giving Aeroflex written notice thereof; provided, however, that absent any then effective contrary notice, his beneficiary shall be his surviving Spouse. In the event of Buyko's death, or of a judicial determination of his incompetence, reference in this Agreement to Buyko shall be deemed to refer, as appropriate, to his beneficiary, estate or other legal representative.

12. WITHHOLDING TAXES.

All payments to Buyko or his Beneficiary under this Agreement shall be subject to withholding on account of federal, state and local taxes as required by law.

13. INDEMNIFICATION AND LIABILITY INSURANCE.

Nothing herein is intended to limit Aeroflex's indemnification of Buyko, and Aeroflex shall indemnify him to the fullest extent permitted by applicable law consistent with Aeroflex's Certificate of Incorporation and By-Laws as in effect on the Effective Date, with respect to any action or failure to act on his part while he is an officer, director or employee of Aeroflex or any Subsidiary. Aeroflex shall cause Buyko to be covered at all times by directors' and officers' liability insurance on terms no less favorable than provided to other directors' and officers'. Aeroflex shall continue to indemnify Buyko as provided above and maintain such liability insurance coverage for him after the Employment Term for any claims that may be made against him with respect to his service as a director or officer of Aeroflex.

14. EFFECT OF AGREEMENT ON OTHER BENEFITS.

The existence of this Agreement shall not prohibit or restrict Buyko's entitlement to participate fully in compensation, employee benefit and other plans of Aeroflex in which senior executives are eligible to participate.

17

15. ASSIGNABILITY; BINDING NATURE.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of Buyko) and assigns. No rights or obligations of Aeroflex under this Agreement may be assigned or transferred by Aeroflex except pursuant to (a) a merger or consolidation in which Aeroflex is not the continuing entity or (b) sale or liquidation of all or substantially all of the assets of Aeroflex, provided that the surviving entity or assignee or transferee is the successor to all or substantially all of the assets of Aeroflex and such surviving entity or assignee or transferee assumes the liabilities, obligations and duties of Aeroflex under this Agreement, either contractually or as a matter of law.

16. REPRESENTATIONS.

The Parties respectively represent and warrant that each is fully authorized and empowered to enter into this Agreement and that the performance of its or his obligations, as the case may be, under this Agreement will not violate any agreement between such Party and any other person, firm or organization. Aeroflex represents and warrants that this Agreement has been duly authorized by all necessary corporate action and is valid, binding and enforceable in accordance with its terms.

17. ENTIRE AGREEMENT.

Except to the extent otherwise provided herein, this Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral, between the Parties concerning the subject matter hereof, including without limitation the Prior Agreement. Payments and benefits provided under this Agreement are in lieu of any payments or other benefits under any severance program or policy of Aeroflex to which Buyko would otherwise be entitled.

18

18. AMENDMENT OR WAIVER.

No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by both Buyko and an authorized officer of Aeroflex. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Party to be charged with the waiver. No delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

19. SEVERABILITY.

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

20. SURVIVAL.

The respective rights and obligations of the Parties under this Agreement shall survive any termination of Buyko's employment with Aeroflex.

21. GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York, without reference to principles of conflict of laws.

22. NOTICES.

Any notice given to either Party shall be in writing and shall be deemed to have been given when delivered either personally, by fax, by overnight delivery service (such as Federal Express) or sent by certified or registered mail postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as the Party may subsequently give notice of.

19

If to Aeroflex or the Board:

Aeroflex Incorporated

35 South Service Road

Plainview, NY 11803

Attention: General Counsel

FAX: (516) 694-4823

With a copy to:

Veritas Capital Management II, LLC

660 Madison Avenue, 14th Floor

New York, New York 10021

Attention: Robert B. McKeon

And a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: Benjamin Polk

Telephone: (212) 756-2000

Fax: (212) 593-5955

If to Buyko:

John E. Buyko

28 Beaumont Drive

Dix Hills, New York 11747

23. HEADINGS.

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

24. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.

20

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

		Aeroflex Incorporated
Attest:		By: /s/ John Adamovich, Jr.
		Senior Vice President
Witness:	/s/ Barbara Allen	/s/ John Buyko
		John E. Buyko

21

Exhibit A

GENERAL RELEASE

I, John Buyko, in consideration of and subject to the terms and conditions set forth in the Employment Agreement dated as of August 15, 2007 (the "Employment Agreement") to which this General Release is attached, and other good and valuable consideration, do hereby release and forever discharge Aeroflex Incorporated (the "Company"), VGG Holding LLC, AX Holding Corp. and their current and former officers, directors, partners, members, shareholders, investors, employees, attorneys, agents, predecessors, successors, affiliates, assigns and legal representatives (together, the "Company Released Parties"),from any and all claims, charges, manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever which I, my heirs, executors, administrators and assigns have, or may hereafter have against the Company Released Parties arising out of or by reason of any cause, matter or thing whatsoever, whether known or unknown, from the beginning of the world to the date hereof ("Claims"), including, without limitation, in connection with or relating to, my employment or termination of employment with the Company and its subsidiaries, the Employment Agreement, all employment-related matters arising under any federal, state or local statute, rule or regulation or principle of contract law or common law and any claims of employment discrimination, unlawful harassment or retaliation claims and claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 etseq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 etseq., the Fair Labor Standards Act (to the extent allowed by law), 29 U.S.C. § 201 etseq., Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, etseq., the Reconstruction Era Civil Rights Act, 42 U.S.C. § 1981 etseq., the Americans with Disabilities Act of 1993, 42 U.S.C. § 12900 etseq., the Family and Medical Leave Act of 1990 (to the extent allowed by law), 42 U.S.C. § 12101, etseq., the New York State Human Rights Law, N.Y. Exec. Law § 290 etseq., the New York State Labor Law, N.Y. Labor Law § 1 etseq., and the New York City Human Rights Law, N.Y.C. Admin. Code § 8-107 etseq., provided, that this General Release shall not constitute a release of any Claims that arise from a breach of (i) Sections 3(c)(i), 5, 7 and/or 13 of the Employment Agreement, (ii) the Contribution Agreement between VGG Holding LLC and me, (iii) the Amended and Restated Limited Liability Agreement of VGG Holding LLC, as amended from time to time or (iv) any benefit under any tax-qualified plan sponsored, maintained or contributed to by the Company..

I acknowledge that I have been advised to consult with legal counsel. I acknowledge that I have been provided with the opportunity to review and consider this General Release for twenty-one (21) days from the date it was provided to me. If I elect to sign before the expiration of the twenty-one (21) days, I acknowledge that I will have chosen, of my own free will without any duress, to waive my right to the full twenty-one (21) day period. I understand that I may revoke this General Release within seven (7) days after my execution by sending a written notice of revocation to __________ at the Company at ____________________, received within the seven-day revocation period.

I acknowledge that I have not relied on any representations or statements not set forth in the Employment Agreement or in this General Release. Unless otherwise publicly-filed by the Company, I will not disclose the contents or substance of this General Release to any third parties, other than my spouse, attorneys, accountants, or as required by law, and I will instruct each of the foregoing not to disclose the same. I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects.

This General Release will be governed by and construed in accordance with the laws of the State of New York. If any provision in this General Release is held invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.

In witness hereof, I have executed this General Release this ___ day of _____, 200_.

 John E. Buyko

EX-10.17

EXECUTION COPY

CREDIT AND GUARANTY AGREEMENT

dated as of August 15, 2007

among

AX ACQUISITION CORP.,

as Borrower,

AX HOLDING CORP.,

as a Guarantor

CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED,

collectively, as Guarantors,

VARIOUS LENDERS,

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent

$575,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION	2
1.1. Definitions	2
1.2. Accounting Terms	38
1.3. Interpretation, etc.	38
1.4. Certain Calculations.	39
SECTION 2. LOANS AND LETTERS OF CREDIT	40
2.1. Term Loan	40
2.2. Revolving Loans	41
2.3. Swing Line Loans	42
2.4. Issuance of Letters of Credit and Purchase of Participations Therein	44
2.5. Pro Rata Shares; Availability of Funds	49
2.6. Use of Proceeds	49
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.	50
2.8. Interest on Loans	51
2.9. Conversion/Continuation	52
2.10. Default Interest	53
2.11. Fees	53
2.12. Scheduled Payments/Commitment Reductions	54
2.13. Voluntary Prepayments/Commitment Reductions	56
2.14. Mandatory Prepayments/Commitment Reductions	59
2.15. Application of Prepayments/Reductions	61
2.16. General Provisions Regarding Payments	62
2.17. Ratable Sharing	65
2.18. Making or Maintaining Eurodollar Rate Loans	65
2.19. Increased Costs; Capital Adequacy	67
2.20. Taxes; Withholding, etc.	68
2.21. Obligation to Mitigate	71
2.22. Defaulting Lenders	71
2.23. Removal or Replacement of a Lender	72
2.24. Incremental Facilities	73
SECTION 3. CONDITIONS PRECEDENT	75
3.1. Closing Date	75
3.2. Conditions to Each Credit Extension	79
SECTION 4. REPRESENTATIONS AND WARRANTIES	80
4.1. Organization; Requisite Power and Authority; Qualification.	80
4.2. Equity Interests and Ownership	80
4.3. Due Authorization	80
4.4. No Conflict	81
4.5. Governmental Consents	81
4.6. Binding Obligation	81
4.7. Historical Financial Statements	81

i

4.8. Projections	82
4.9. No Material Adverse Change	82
4.10. [Intentionally Omitted.]	82
4.11. Adverse Proceedings, etc.	82
4.12. Payment of Taxes.	82
4.13. Properties	82
4.14. Environmental Matters	83
4.15. No Defaults	83
4.16. [Intentionally Omitted]	83
4.17. Governmental Regulation	83
4.18. Margin Stock	83
4.19. Employee Matters	83
4.20. Employee Benefit Plans	84
4.21. Certain Fees	84
4.22. Solvency	84
4.23. Acquisition Agreement	85
4.24. Compliance with Statutes, etc.	85
4.25. Disclosure	85
4.26. Patriot Act	85
4.27. Senior Debt and Designated Senior Debt	86
SECTION 5. AFFIRMATIVE COVENANTS	86
5.1. Financial Statements and Other Reports	86
5.2. Existence	90
5.3. Payment of Taxes and Claims	90
5.4. Maintenance of Properties	90
5.5. Insurance	90
5.6. Books and Records; Inspections	91
5.7. Lenders Meetings	91
5.8. Compliance with Laws	91
5.9. Environmental	91
5.10. Subsidiaries	93
5.11. Material Real Estate Assets	93
5.12. Interest Rate Protection	93
5.13. Further Assurances	94
5.14. Miscellaneous Covenants	94
5.15. Merger	94
5.16. Post-Closing Matters	94
SECTION 6. NEGATIVE COVENANTS	94
6.1. Indebtedness	94
6.2. Liens	97
6.3. No Further Negative Pledges	99
6.4. Restricted Junior Payments	100
6.5. Restrictions on Subsidiary Distributions	102
6.6. Investments	102
6.7. Financial Covenants.	104

ii

6.8. Fundamental Changes; Disposition of Assets; Acquisitions	106
6.9. Disposal of Subsidiary Interests	107
6.10. Sales and Lease-Backs	107
6.11. Transactions with Shareholders and Affiliates.	107
6.12. Conduct of Business	108
6.13. Permitted Activities of Holdings	108
6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements	108
6.15. Amendments with Respect to the Advisory Agreement	108
6.16. Fiscal Year	109
SECTION 7. GUARANTY	109
7.1. Guaranty of the Obligations	109
7.2. Contribution by Guarantors	109
7.3. Payment by Guarantors	110
7.4. Liability of Guarantors Absolute	110
7.5. Waivers by Guarantors	112
7.6. Guarantors’ Rights of Subrogation, Contribution, etc.	113
7.7. Subordination of Other Obligations	113
7.8. Continuing Guaranty	113
7.9. Authority of Guarantors or Borrower	114
7.10. Financial Condition of Borrower	114
7.11. Bankruptcy, etc.	114
7.12. Discharge of Guaranty Upon Sale of Guarantors	115
SECTION 8. EVENTS OF DEFAULT	115
8.1. Events of Default	115
8.2. Borrower’s Right to Cure	118
SECTION 9. AGENTS	118
9.1. Appointment of Agents.	118
9.2. Powers and Duties	119
9.3. General Immunity	119
9.4. Agents Entitled to Act as Lender	120
9.5. Lenders’ Representations, Warranties and Acknowledgment	121
9.6. Right to Indemnity	121
9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender	122
9.8. Collateral Documents and Guaranty	123
SECTION 10. MISCELLANEOUS	124
10.1. Notices	124
10.2. Expenses	126
10.3. Indemnity	126
10.4. Set-Off	127
10.5. Amendments and Waivers	127
10.6. Successors and Assigns; Participations	130

iii

10.7. Independence of Covenants	133
10.8. Survival of Representations, Warranties and Agreements	133
10.9. No Waiver; Remedies Cumulative	133
10.10. Marshalling; Payments Set Aside	133
10.11. Severability	134
10.12. Obligations Several; Independent Nature of Lenders’ Rights	134
10.13. Headings	134
10.14. APPLICABLE LAW	134
10.15. CONSENT TO JURISDICTION	134
10.16. WAIVER OF JURY TRIAL	135
10.17. Confidentiality	136
10.18. Usury Savings Clause	136
10.19. Counterparts	136
10.20. Effectiveness; Integration	137
10.21. Patriot Act	137
10.22. Electronic Execution of Assignments	137
10.23. No Fiduciary Duty	137

iv

APPENDICES:	A-1	Term Loan Commitments
	A-2	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	1.1(a)	Inactive Subsidiaries
	1.1(b)	Existing Letters of Credit
	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	4.13	Properties
	4.21	Certain Fees
	5.16	Post-Closing Matters
	6.1(a)	Certain Indebtedness
	6.1(b)	Certain Intercompany Indebtedness
	6.2	Certain Liens
	6.5	Certain Restrictions on Subsidiary Distributions
	6.6	Certain Investments
	6.11	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Term Loan Note
	B-2	Revolving Loan Note
	B-3	Swing Line Note
	C	Compliance Certificate
	D	Opinions of Counsel
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I	Pledge and Security Agreement
	J	Mortgage
	K	Landlord Personal Property Collateral Access Agreement
	L	Joinder Agreement
	M	Intercompany Note

v

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of August 15, 2007, is entered into by and among AX ACQUISITION CORP., a Delaware corporation (“AX Acquisition”), AX HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity, “Syndication Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $575,000,000, consisting of $525,000,000 aggregate principal amount of Term Loans and up to $50,000,000 aggregate principal amount of Revolving Commitments, of which (A) the proceeds of the Term Loans and an amount not to exceed $10,000,000 (exclusive of up to $15,000,000 of Letters of Credit) of the Revolving Commitments will be used on the Closing Date (i) to fund the acquisition (the “Acquisition”) of all of the issued and outstanding stock of Aeroflex Incorporated (“Aeroflex”) pursuant to the Merger, (ii) to repay in full certain Existing Indebtedness of Aeroflex, (iii) to pay related transaction costs, fees, commissions and expenses in connection therewith, and (B) the proceeds of the Revolving Commitments after the Closing Date will be used (i) to provide for the ongoing working capital requirements of the Borrower and (ii) for general corporate purposes (including Permitted Acquisitions and Consolidated Capital Expenditures);

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on its assets, including, without limitation, (i) a pledge of all of the Equity Interests of each of its Domestic Subsidiaries, (ii) a pledge of 65% of all the Equity Interests of each of its first tier Foreign Subsidiaries and (iii) all intercompany debt; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on their respective assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries (including Borrower) and 65% of all the Equity Interests of each of their respective first tier Foreign Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Accounting Change” means, with respect to any Person, any change in accounting principles applicable to such Person and required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, or, if applicable, the Securities and Exchange Commission (or its successor agency).

“Acquisition” as defined in the Recitals hereto.

“Acquisition Agreement” means that certain Agreement and Plan of Merger by and among Holdings, AX Acquisition, and Aeroflex Incorporated, dated as of May 25, 2007.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by other first class banks for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

2

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of a Senior Officer of Holdings or any of its Subsidiaries, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

“Advisory Agreement” means the Advisory Agreement dated as of August 15, 2007, by and among VGG Holding LLC, AX Holding Corp., Aeroflex Incorporated, Veritas Capital Fund Management, L.L.C., GGC Administration, LLC, and Goldman, Sachs & Co, as amended.

“Aeroflex” as defined in the Recitals hereto.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent” means each of Administrative Agent, Syndication Agent and Collateral Agent.

“Agent Affiliates” as defined in Section 10.1(b).

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

3

“Agreement” means this Credit and Guaranty Agreement, dated as of August 15, 2007, as it may be amended, supplemented or otherwise modified from time to time.

"Applicable Calculations" has the meaning ascribed to such term in Section 1.4(a).

“Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (i) with respect to Term Loans and Revolving Loans that are Eurodollar Rate Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending on the last day of the first full Fiscal Quarter ending after the Closing Date, a percentage, per annum, determined by reference to the following table as if the Senior Secured Leverage Ratio then in effect were in excess of 3.50:1.00 with respect to the Revolving Loans and 3.00:1.00 with respect to the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Applicable Revolving Commitment Fee Percentage; and (b) thereafter, a percentage, per annum, determined by reference to the Senior Secured Leverage Ratio in effect from time to time as set forth in the charts below, as applicable:

Senior Secured Leverage  Ratio	Applicable Margin for  Tranche B-1 Term  Loans			Applicable Margin  for Tranche B-2  Term Loans
> 3.00:1.00		3.25	%		3.75	%
< 3.00:1.00		3.00	%		3.50	%

Senior Secured Leverage  Ratio	Applicable Margin for Revolving Loans
> 3.50:1.00		3.25	%
< 3.50:1.00 > 2.50:1.00		3.00	%
< 2.50:1.00		2.75	%

Senior Secured Leverage  Ratio	Applicable Revolving Commitment Fee  Percentage
> 3.00:1.00		0.50	%
< 3.00:1.00 > 2.00:1.00		0.375	%
< 2.00:1.00		0.25	%

4

and (ii) with respect to Swing Line Loans and Term Loans and Revolving Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum. No change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall be effective until one Business Day after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the Senior Secured Leverage Ratio. At any time Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(d), the Applicable Margin with respect to the Revolving Loans shall be determined as if the Senior Secured Leverage Ratio were in excess of 3.50:1.00, and the Applicable Margin with respect to the Tranche B-1 Term Loans, the Tranche B-2 Terms Loans and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Senior Secured Leverage Ratio were in excess of 3.00:1.00. Within one Business Day of receipt of the applicable information under Section 5.1(d), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 5.1 is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)), and such inaccuracy, if corrected, would have led to the application of a higher or lower Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Borrower shall immediately deliver to Administrative Agent a correct certificate required by Section 5.1 for such Applicable Period, (ii) the Applicable Margin shall be determined using the applicable Senior Secured Leverage Ratio calculated in such correct certificate delivered pursuant to clause (i) above and (iii) Borrower shall immediately pay to Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. Nothing in this paragraph shall limit the right of Administrative Agent or any Lender under Section 2.10 or Section 8.

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communications pursuant to Section 10.1(b).

5

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Holdings, Borrower or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (ii) equipment or other assets (including leases or subleases of real property) sold, replaced, abandoned, leased or otherwise disposed of that are obsolete, worn-out, condemned or are no longer used or useful in the business of Borrower or any of its Subsidiaries, (iii) dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment, (iv) the use or transfer of Cash and Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or any other Credit Document, (v) licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (vi) to the extent allowable under Section 1031 of the Internal Revenue Code, any exchange of like property for use in a business of Borrower and its Subsidiaries permitted by Section 6.12, (vii) any issuance of equity or other beneficial ownership interests by a Subsidiary of Holdings to Holdings or a Subsidiary of Holdings so long as such interests are pledged to the Collateral Agent for the benefit of Lenders to the extent required by this Agreement or any other Credit Document, (viii) the creation of a Permitted Lien under Section 6.2 and (ix) sales, leases or licenses out of other assets for aggregate consideration of less than $750,000 with respect to any transaction or series of related transactions and less than $3,000,000 in the aggregate during any Fiscal Year.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 10.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer, secretary, or other person expressly authorized by resolution or written consent to represent such entity in such capacity.

“AX Acquisition” as defined in the preamble hereto.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

6

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” means, prior to the consummation of the Merger, AX Acquisition and after the consummation of the Merger, Aeroflex.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

"Calculation Date" has the meaning ascribed to such term in Section 1.4(b).

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s (for the purposes of this clause (ii), variable bonds tied to short-term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days shall be deemed to satisfy the foregoing maturity deadline, notwithstanding such bonds having a longer nominal maturity); (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (b) has net assets of not less than $500,000,000, and (c) having one of the two highest ratings obtainable from either S&P or Moody’s when acquired; and (vi) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above.

7

“Cash Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended to (ii) Consolidated Interest Expense, paid in Cash for such four-Fiscal Quarter period.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means, at any time, (i) Sponsors in the aggregate shall cease to beneficially own and control, directly or indirectly, at least 51% (or after an IPO, 35%) on a fully diluted basis of the voting interests in the Equity Interests of Holdings; (ii) after an IPO, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Sponsors shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in the Equity Interests of Holdings or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Holdings; (iii) Holdings shall cease to beneficially own and control 100% on a fully diluted basis of the voting interest in the Equity Interests of the Borrower; (iv) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings cease to be occupied by Persons who either (a) were members of the board of directors of Holdings on the Closing Date or (b) were nominated for election by the board of directors of Holdings, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (v) any “change of control” or similar event under the Unsecured Credit Documents shall occur.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Tranche B-1 Term Loan Exposure, (b) Lenders having Tranche B-2 Term Loan Exposure, (c) Lenders having Revolving Exposure (including Swing Line Lender) and (d) Lenders having New Term Loan Exposure of each applicable Series, and (ii) with respect to Loans, each of the following classes of Loans: (a) Tranche B-1 Term Loans, (b) Tranche B-2 Term Loans, (c) Revolving Loans (including Swing Line Loans) and (d) each Series of New Term Loans.

“Closing Date” means the date on which initial Term Loans are made.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” as defined in the preamble hereto.

8

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Intellectual Property Security Agreements, the Landlord Personal Property Collateral Access Agreements, if any, the Collateral Questionnaire and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Commitment Letter” means that certain Commitment Letter dated May 18, 2007 among AX Acquisition, Goldman Sachs and GSCP.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent reducing (and not added back to) Consolidated Net Income (other than in the case of clause (f) hereof), the sum, without duplication, of amounts for (a) provision for taxes based on income or profit or capital, including, without limitation, state, local and franchise taxes (such as the Pennsylvania capital tax and the Texas margin tax) (or the non-U.S. equivalent thereof) for such period (including, without limitation, tax expenses of Foreign Subsidiaries and foreign withholding taxes paid or accrued for such period), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income, (b) Consolidated Interest Expense for such period, (c) the total amount of depreciation and amortization expenses (including amortization of goodwill and other intangibles and all expenditures in respect of licensed or purchased software or internally developed software and software enhancements that are, or are required to be reflected as, capitalized costs, but excluding amortization of prepaid cash expenses that were paid in a prior period and added back) for such period to the extent that such depreciation and amortization costs were deducted in computing such Consolidated Net Income, (d) to the extent permitted to be made under this Agreement, any management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued by the Borrower in such period pursuant to the terms of the Advisory Agreement to the extent deducted in computing such Consolidated Net Income, (e) any other non-cash charges reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), (f) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Net Income pursuant to clause (ii) below for any previous period, (g) the amount of any minority interest expense consisting of income of a Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in such period in calculating Consolidated Net Income, (h) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period; (i) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write downs related to intangible assets, long-lived assets, investments in debt and equity securities or otherwise as a result of a change in law or regulation (including the amortization of the consideration for any non-competition agreements entered into in connection with the transactions contemplated by the Credit Documents and Related Agreements); (j) any net loss from discontinued operations and any net after-tax loss on disposal of discontinued operations; (k) non-cash charges relating to employee benefit or other management compensation plans of any direct or indirect parent of Borrower (to the extent such non-cash charges relate to plans of any direct or indirect parent of Borrower for the benefit of members of the board of directors of Borrower (in their capacity as such) or employees of Borrower and its Subsidiaries), Borrower or any of its Subsidiaries or any non-cash compensation charge and other non-cash expenses or charges arising from any grant, issuance or repricing of stock appreciation or similar rights, stock, stock options, restricted stock or other equity based awards of any direct or indirect parent of Borrower (to the extent such non-cash charges relate to plans of any direct or indirect parent of Borrower for the benefit of members of the board of directors of Borrower (in their capacity as such) or employees of Borrower and its Subsidiaries), Borrower or any of its Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period); (l) effects of adjustments (including the effects of such adjustments) pursuant to GAAP resulting from the application of purchase accounting in relation to the Acquisition or any Permitted Acquisition, net of taxes; (m) any tax losses attributable to the extinguishment of any (1) Indebtedness or (2) other derivative instruments of Borrower or any of its Subsidiaries, (n) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of net income of Borrower and its Subsidiaries accrued at any time following the Closing Date; (o) any fees, expenses, costs or charges (including all transaction, restructuring and transition costs, fees and expenses (including diligence costs, cash severance costs and reserves)) or any amortization thereof, related to any Subject Transaction (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed), including (1) such fees, expenses or charges related to the transactions contemplated or permitted by the Credit Documents and Related Agreements and (2) any amendment or other modification hereof; (p) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Acquisition or the other transactions contemplated by the Credit Documents and the Related Agreements in accordance with GAAP; and (q) any extraordinary, non-recurring or unusual losses, expenses or charges; minus (ii) (a) non-cash gains increasing Consolidated Net Income for such period, excluding any such items to the extent they represent (1) the reversal in such period of an accrual of, or reserve for, potential cash expenses in a prior period, (2) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Net Income in a prior period, (3) the amortization of income that was paid in a prior period and (4) the accrual of revenue or income consistent with past practice, (b) any net gain from discontinued operations or after-tax net gains from the disposal of discontinued operations to the extent increasing Consolidated Net Income, and (c) any extraordinary, non-recurring or unusual gain to the extent increasing Consolidated Net Income. In addition, to the extent not already included in the Consolidated Net Income of Borrower and its Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Adjusted EBITDA shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Investment under Section 6.6, any Permitted Acquisition or any Asset Sale (or other disposition) permitted hereunder.

9

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries; provided that “Consolidated Capital Expenditures” shall not include any expenditures (i) for replacements and substitutions for capital assets, to the extent made with the proceeds of insurance, indemnity payments, condemnation awards, or damage recovery proceeds or other settlements, (ii) made as part of a Permitted Acquisition, or (iii) for replacements and substitutions for capital assets, to the extent made with the proceeds of assets sold, exchanged or otherwise disposed of in accordance with, and permitted by, Section 6.8(b) and (c).

“Consolidated Current Assets” means, as at any date of determination, the total assets of Borrower and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Borrower and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

10

“Consolidated Excess Cash Flow” means, for any period, an amount equal to the excess of (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the sum of total depreciation expense, total amortization expense and other non-cash charges to the extent reducing Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such period and (iv) an amount equal to the aggregate net non-cash loss on any asset sale by Borrower and its Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at Consolidated Net Income over (b) the sum without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at Consolidated Net Income, (ii) the aggregate amount of consolidated capital expenditures of Borrower and its Subsidiaries and acquisitions of intellectual property except to the extent financed with the proceeds of Indebtedness of Borrower or its Subsidiaries (other than Revolving Loans), (iii) the aggregate amount of all prepayments of Revolving Loans and Swing Line Loans made during such period to the extent accompanying reductions of the Revolving Commitments are made except to the extent financed with the proceeds of other Indebtedness of Borrower and its Subsidiaries, (iv) the aggregate amount of all principal payments of Indebtedness of Borrower or its Subsidiaries (including Term Loans and the principal component of payments in respect of Capital Leases but excluding Revolving Loans and Swing Line Loans) made during such period except to the extent financed with the proceeds of Indebtedness of Borrower or its Subsidiaries (other than Revolving Loans), (v) an amount equal to the aggregate net non-cash gain on any asset sale by Borrower or any of its Subsidiaries during such period (other than sales in the ordinary course of business) to the extent included in arriving at Consolidated Net Income, (vi) increases in Consolidated Working Capital for such period, (vii) the aggregate amount of expenditures actually made by Borrower and its Subsidiaries in cash during such period to the extent expenditures are not expensed during such period, (viii) all amounts paid by Borrower and its Subsidiaries in connection with all Permitted Acquisitions and Investments made during such period to the extent not financed with the proceeds of Indebtedness of Borrower or its Subsidiaries (other than Revolving Loans), (ix) unfinanced cash payments actually paid under earnout and contingent obligations incurred in connection with Permitted Acquisitions and Investments, (x) all amounts paid in respect of covenants not to compete, consulting agreements and other affiliated contracts in connection with Permitted Acquisitions and Investments, (xi) reasonable costs, fees and expenses (including premium, make-whole and penalty payments) incurred in connection with the issuance or prepayment of any Indebtedness (including any refinancing, except to the extent such costs, fees and expenses are financed), (xii) reasonable costs, fees and expenses incurred in connection with the issuance of equity (including, without limitation, all classes of stock, options to purchase stock and stock appreciation rights to management of a Credit Party), Investments, asset sales or divestitures, in each case as permitted hereunder, (xiii) any Restricted Junior Payment made by Borrower to Holdings to the extent permitted under Section 6.4, (xiv) any payment by Borrower and its Subsidiaries to Sponsor and/or Affiliates (whether directly or through Holdings) to the extent permitted under Section 6.11, (xv) cash taxes paid during such period that did not reduce Consolidated Net Income for such period and the amount of the excess of any cash payments (or tax reserves set aside or payable) in respect of taxes by Borrower and its Subsidiaries over the tax expense already deducted from Consolidated Net Income, (xvi) repurchases of Stock permitted by this Agreement, (xvii) Transaction Costs in an aggregate amount not to exceed $60,000,000, (xviii) the net decrease during such fiscal year (if any) in deferred tax accounts of Borrower, (xix) payments by Borrower and its Subsidiaries during such period in respect of long-term liabilities (including cash pension payments and other cash payments in respect of retirement plans) (in each case, to the extent required to be made) of Borrower and its Subsidiaries other than Indebtedness, (xx) cash payments made during such fiscal year in respect of non-cash charges that increased Consolidated Excess Cash Flow in any prior fiscal year, and (xxi) the income of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Consolidated Interest Expense” means, for any period, total interest expense, whether paid or accrued (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Subsidiaries, including all amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, imputed interest with respect to commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements.

11

“Consolidated Net Income” means, for any period, the aggregate net income of Borrower and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that (a) the income of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period shall be excluded; (b) any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection with any Asset Sale or other asset disposition or abandonment (other than in the ordinary course of business) and reserves relating thereto shall be excluded; (c) any net unrealized gain (loss) (after any offset) resulting in such period from obligations under any Hedge Agreement or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133, in each case, shall be excluded; (d) any net unrealized gain (loss) (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness shall be excluded; (e) any gains (losses) resulting from returned surplus assets of any Pension Plan shall be excluded, (f) the effect of any gain (loss) in respect of post-retirement benefits as a result of the application of FASB 106 shall be excluded; and (g) any non-recurring tax benefits resulting from the transactions contemplated by the Credit Documents and the Related Agreements shall be excluded.

“Consolidated Senior Secured Debt” means, as of any date of determination, secured Consolidated Total Debt less Senior Unsecured Indebtedness and other Indebtedness of Borrower and its Subsidiaries subordinated to the Obligations on terms reasonably satisfactory to, and which Indebtedness contains other terms, tenor and covenants reasonably satisfactory to, the Administrative Agent, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt” means, as of any date of determination the aggregate stated balance sheet amount of all Indebtedness of Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

12

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, the Commitment Letter, the Engagement Letter, the Fee Letter, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Party” means each Person which is Holdings or one of its direct or indirect Subsidiaries from time to time party to a Credit Document.

“Cure Right” as defined in Section 8.2(a).

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

“Defaulted Loan” as defined in Section 2.22.

“Defaulting Lender” as defined in Section 2.22.

13

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations, the cancellation or expiration of all Letters of Credit and the termination of the Commitments).

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, no Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Engagement Letter” means that certain Engagement Letter dated May 18, 2007 between AX Acquisition and Goldman, Sachs & Co.

“Environmental Claim” means any investigation, written notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other written order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health and safety, natural resources or the environment.

14

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

15

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Exchange Note Trustee” means trustee under the Senior Exchange Note Indenture and the Subordinated Exchange Note Indenture, and each of its successors in such capacity.

“Existing Indebtedness” means Indebtedness and other obligations outstanding under that certain (a) Five-Year Senior Revolving Credit Agreement, dated March 21, 2006, among Aeroflex and Aeroflex Test Solutions Limited, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders from time to time parties thereto, as amended prior to the Closing Date and (b) Fifth Amended and Restated Loan and Security Agreement, dated February 14, 2003, among Aeroflex and certain of its subsidiaries party thereto, as borrowers, JPMorgan Chase Bank ("JPMorgan"), Bank of America, N.A. (f//k/a Fleet National Bank)("BofA"), BofA, as Administrative Agent and JPMorgan as Syndication Agent, as amended prior to the Closing Date.

16

“Existing Letters of Credit” means the existing letters of credit set forth on Schedule 1.1(b).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Fee Letter” means that certain Fee Letter dated May 18, 2007 among AX Acquisition, Goldman Sachs and GSCP.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and, with respect to internally prepared financial statements, the absence of footnotes.

“Financial Plan” as defined in Section 5.1(i).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on June 30 of each calendar year.

“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

17

“Foreign Cash Equivalents” means the foreign equivalent of Cash and Cash Equivalents described in clauses (i), (ii) and (iv) of the definition of Cash Equivalents in respect of each country that is a member of the Organization for Cooperation and Economic Development.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funding Default” as defined in Section 2.22.

“Funding Guarantor” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grantor” as defined in the Pledge and Security Agreement.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means each of Holdings and each Domestic Subsidiary of Holdings (other than Borrower).

“Guarantor Subsidiary” means each Guarantor other than Holdings.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” shall include, without regard to amount and/or concentration (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic including but not limited to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components, including but not limited to asbestos-containing materials and manufactured products containing Hazardous Materials.

18

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty and reasonably satisfactory to Administrative Agent.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Aeroflex and its Subsidiaries, for the Fiscal Year ending June 30, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Aeroflex and its Subsidiaries for any interim period ended at least 45 days prior to the Closing Date, beginning with the Fiscal Quarter ending March 31, 2007, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii) to the extent any such financial statements are not required to be filed by Aeroflex or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, certified by the chief financial officer of Borrower that they fairly present, in all material respects, the financial condition of Aeroflex and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and, with respect to internally prepared financial statements, the absence of footnotes.

“Holdings” as defined in the preamble hereto.

“Increased Amount Date” as defined in Section 2.24.

“Increased-Cost Lenders” as defined in Section 2.23.

19

“Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (excluding accounts payable in the ordinary course of business consistent with past practices which are classified as current liabilities in accordance with GAAP); (iv) any obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations once earned (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person but limited to the fair market value of such property; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Indebtedness under (i)-(vii) above of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the Indebtedness under (i)-(vii) above of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an Indebtedness under (i)-(vii) above of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; to the extent required to be reflected on a balance sheet of such Person. Notwithstanding the foregoing, (i) Indebtedness shall not include any amounts relating to accrued expenses, preferred Equity Interests, deferred rent, deferred taxes, obligations under employment agreements and deferred compensation (including amounts payable pursuant to the Advisory Agreement which are deferred or accrued) and (ii) in connection with the Existing Letters of Credit or any Permitted Acquisition or other acquisition otherwise permitted hereunder or consented to by the Lenders or consummated prior to the Closing Date, Indebtedness shall not include reimbursement obligations in respect of such Existing Letters of Credit or any letter of credit assumed in such Permitted Acquisition or other acquisition, the payment of which is either fully (x) backed by a Letter of Credit or (y) cash collateralized.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee or engagementletter) delivered by any Agent or any Lender to Borrower or Sponsor with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

20

“Indemnitee” as defined in Section 10.3.

“Insolvency or Liquidation Proceeding” shall mean (i) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Credit Party; (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Credit Party or with respect to a material portion of their respective assets; (iii) any liquidation, dissolution, reorganization or winding up of any Credit Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Credit Party.

“Installment” means a Tranche B-1 Installment or a Tranche B-2 Installment, as applicable.

“Installment Date” means a Tranche B-1 Installment Date or a Tranche B-2 Installment Date, as applicable.

“Intellectual Property” as defined in the Pledge and Security Agreement.

“Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

“Intellectual Property Security Agreements” has the meaning assigned to that term in the Pledge and Security Agreement.

“Intercompany Note” means a promissory note substantially in the form of Exhibit M evidencing Indebtedness owed among the Credit Parties and their Subsidiaries.

21

“Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months (and nine- or twelve-months if available to all Lenders), as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loan shall extend beyond such Class’s Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holdings and its Subsidiaries’ operations and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than Holdings or any Guarantor Subsidiary), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Holdings or any of its Subsidiaries to any other Person (other than Holdings or any Guarantor Subsidiary), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment minus the amount received, if any, upon the sale, liquidation, repayment or return of such Investment.

22

“IPO” means a bona fide underwritten initial public offering of Equity Interests of Holdings (or the direct or indirect parent of Holdings) pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

“Issuing Bank” means The Governor and Company of the Bank of Ireland as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

“Joinder Agreement” means an agreement substantially in the form of Exhibit L.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Landlord Personal Property Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit K with such amendments or modifications as may be approved by Collateral Agent.

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

“Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be) including, without limitation, each such Affiliate that appoints the Collateral Agent as its agent and agrees to be bound by the Credit Documents as a Secured Party, subject to Section 9.8(c).

“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

“Letter of Credit Sublimit” means the lesser of (i) $25,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

23

“Licensed Intellectual Property” means any interest of any Credit Party as licensee or sublicensee under any license of intellectual property, other than any such interest that has been designated from time to time by Collateral Agent as not being required to be included in the Collateral.

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind for security (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means a Term Loan, a Revolving Loan, a Swing Line Loan and a New Term Loan.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, properties, assets, or financial condition of Holdings and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document.

“Material Contract” means any contract or other written agreement to which Holdings or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Real Estate Asset’’ means any fee-owned Real Estate Asset in the United States of America having a fair market value in excess of $250,000 as of the date of the acquisition thereof.

“Maturity Date” means the Tranche B Term Loan Maturity Date and the New Term Loan Maturity Date of any Series of New Term Loans.

“Merger” means the merger of AX Acquisition with and into Aeroflex, with Aeroflex as the surviving corporation.

“Moody’s” means Moody’s Investor Services, Inc.

“Mortgage” means a Mortgage substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise modified from time to time.

24

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate; provided, that such narrative report may be in the form of a management’s discussion and analysis of financial condition and results of operations customarily included in filings made with the Securities and Exchange Commission.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Asset Sale (net of purchase price adjustments reasonably expected to be payable in connection therewith; provided that to the extent such purchase price adjustment is determined to be not payable or is otherwise not paid within 180 days of such Asset Sale (other than as a result of a dispute with respect to such purchase price adjustment which is subject to a resolution procedure set forth in the applicable transaction documents), such proceeds shall constitute Net Asset Sale Proceeds), minus (ii) any bona fide costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale and any transfer, documentary or other taxes payable by seller in connection therewith, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale including pension and other post-employment benefit liabilities and liabilities related to environmental matters and liabilities under indemnification obligations associated with such Asset Sale, and (d) brokerage fees, accountants’ fees, investment banking fees, legal fees, costs and expenses, survey costs, title insurance premiums and other customary fees actually incurred in connection with such Asset Sale.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

25

“New B-1 Lenders” as defined in Section 2.16(i).

“New B-1 Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New B-1 Loans of such Lender.

“New B-1 Loans” as defined in Section 2.16(i).

“New B-2 Lenders” as defined in Section 2.16(i).

“New B-2 Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New B-2 Loans of such Lender

“New B-2 Loans” as defined in Section 2.16(i).

“New Revolving Loan Commitments” as defined in Section 2.24.

“New Revolving Loan Lender” as defined in Section 2.24.

“New Revolving Loans” as defined in Section 2.24.

“New Term Loan Commitments” as defined in Section 2.24.

“New Term Loan Exposure” means the New B-1 Loan Exposure and the New B-2 Loan Exposure.

“New Term Loan Lender” as defined in Section 2.24.

“New Term Loan Maturity Date” means the date that New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.

“New Term Loans” as defined in Section 2.24.

“Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Non-US Lender” as defined in Section 2.20(c).

“Note” means a Term Loan Note, a Revolving Loan Note or a Swing Line Note.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

26

“Obligations” means all obligations of every nature of each Credit Party, including obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

“Obligee Guarantor” as defined in Section 7.7.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any other Person, comparable instruments and documents, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Acquisition” means any acquisition by the Borrower or any of its wholly-owned Subsidiaries (except for qualifying shares), whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided,

(i)immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii)all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii)in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or any Guarantor Subsidiary thereof, and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

27

(iv)Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended;

(v)Borrower shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, (i) a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iv) above and (ii) all other relevant financial information (to the extent received by Borrower) with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7 and (B) promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) quarterly and annual financial statements (to the extent received by Borrower) of the Person whose Equity Interests or assets are being acquired for the twelve month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available;

(vi)any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Platform” as defined in Section 5.1(o).

“Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Borrower and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

“Potential ATS Sale” means the sale or other disposition of Subsidiaries involved in and assets used in the design, development, manufacture, marketing and sales of, and related services for, next generation, specialty test and measurement systems, including hardware and software, for the wireless, military, aerospace, defense, broadband communication and avionics markets, consistent with Borrower's financial segment reporting as in effect on the Closing Date.

“Potential Radar Sale” means the sale, discontinuation or other disposition, in whole or in part, of the business of developing and manufacturing leading radar cross section and radar tracking systems for military applications.

28

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

"Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs and related adjustments (i) that were directly attributable to a Subject Transaction that occurred during the four quarter period or after the end of the four quarter period and on or prior to the applicable Calculation Date and calculated on a basis that is (a) consistent with Regulation S-X under the Securities Act as in effect and applied as of the Closing Date or (b) otherwise reasonably satisfactory to the Administrative Agent, (ii) that were actually implemented in connection with such Subject Transaction, and prior to the applicable Calculation Date that are supportable and quantifiable by the underlying accounting records, or (iii) that relate to such Subject Transaction and that Borrower reasonably determines are probable (and reasonably satisfactory to the Administrative Agent) based upon specifically identifiable actions to be taken within 18 months of the date of the Subject Transaction; provided that the aggregate amount of cost savings added pursuant to this definition shall not exceed (x) for the one year period following the Closing Date with respect to the Acquisition, an aggregate amount equal to $24,500,000, which amount shall be reduced each Fiscal Quarter following the first Fiscal Quarter ending after the Closing Date by twenty-five percent (25%) of such initial aggregate amount, and (y) with respect to Subject Transactions (other than the Acquisition), an aggregate amount equal to $20,000,000 during each twelve month period following the Closing Date (provided no amounts shall be carried forward to any succeeding twelve month period), which allocated amount shall be reduced each Fiscal Quarter following the date of such Subject Transaction by twenty-five percent (25%) of such initial allocated amount, in each case with respect to clauses (x) and (y) with any increase in such amounts subject to the Administrative Agent’s sole discretion and with calculations certified by the Chief Financial Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent.

“Projections” as defined in Section 4.8.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to a Term Loan of any Lender of any Class, the percentage obtained by dividing (a) the applicable Term Loan Exposure of that Lender of such Class by (b) the aggregate applicable Term Loan Exposure of all Lenders of such Class; (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; and (iii) with respect to all payments, computations, and other matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Tranche B-1 Term Loan Exposure, Tranche B-2 Term Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Tranche B-1 Term Loan Exposure, the aggregate Tranche B-2 Term Loan Exposure, the aggregate Revolving Exposure and the aggregate New Term Loan Exposure of all Lenders.

29

“Real Estate Asset” means, at any time of determination, any fee interest then owned by any Credit Party in any real property.

“Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).

“Register” as defined in Section 2.7(b).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“Reimbursement Date” as defined in Section 2.4(d).

“Related Agreements” means, collectively, the Unsecured Credit Documents and the Acquisition Agreement.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Lender” as defined in Section 2.23.

“Required Prepayment Date” as defined in Section 2.15(c).

“Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure, New Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Term Loan Exposure of all Lenders, (ii) the aggregate Revolving Exposure of all Lenders, and (iii) the aggregate New Term Loan Exposure of all Lenders.

30

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Holdings or Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Holdings or Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Holdings or Borrower now or hereafter outstanding; (iv) management or similar fees payable to Sponsors or any of their Affiliatesand (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to subordinated Indebtedness permitted hereunder.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement or Joinder Agreement, as applicable, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $50,000,000.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) the sixth anniversary of the Closing Date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14, and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Loan” means a Loan made by a Lender to Borrower pursuant to Section 2.2(a) and/or Section 2.24.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

31

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Exchange Note Indenture” means an indenture relating to the Senior Exchange Notes, among Borrower, as issuer, certain subsidiary guarantors thereunder and the Exchange Note Trustee.

“Senior Exchange Notes” means the senior unsecured exchange notes of Borrower, guaranteed by certain subsidiary guarantors, to be issued from time to time by the Borrower under the Senior Exchange Note Indenture and authenticated by the Exchange Note Trustee and delivered in exchange for Senior Unsecured Term Loans in an equal principal amount (including any capitalized interest) from time to time pursuant to the Senior Unsecured Credit Facility.

“Senior Officer” means, with respect to any Person other than a natural person, the President, Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer of such Person.

“Senior Registration Rights Agreement” means the registration rights agreement among Borrower, certain Credit Parties party thereto, and the Administrative Agent, pursuant to which the Borrower will agree to file a shelf registration statement with respect to the Senior Exchange Notes under which the Senior Exchange Notes will be registered for public sale.

“Senior Secured Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Senior Secured Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“Senior Unsecured Credit Documents” means the Senior Unsecured Credit Facility, the Senior Exchange Note Indenture, the Senior Exchange Notes, the Senior Registration Rights Agreement and each other document executed in connection with the Senior Unsecured Credit Facility or the Senior Exchange Note Indenture.

32

“Senior Unsecured Credit Facility” means the Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition, Holdings, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of this Agreement.

“Senior Unsecured Indebtedness” means the obligations of Borrower and certain Credit Parties pursuant to the Senior Unsecured Credit Documents.

“Senior Unsecured Term Loans” means the term loans made to Borrower pursuant to the Senior Unsecured Credit Facility.

“Series” as defined in Section 2.24.

"Significant Subsidiary" means any Subsidiary of Holdings that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof; provided, however, at all times Borrower shall be deemed to be a “Significant Subsidiary”.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets on a going concern basis; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Sponsor” means The Veritas Capital Fund III, L.P., AX Holding LLC, Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Investment Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV, LLC-series C, CCG AV, LLC-series I, and GS Direct, L.L.C., together with their respective Affiliates.

33

"Subject Transaction" means any of the transactions contemplated by the Credit Documents or any Related Agreement, any future acquisition, investment, disposition, issuance, incurrence or repayment of Indebtedness, offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation, multi-year strategic initiative or any other specified action made by Borrower or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by Borrower or any of its Subsidiaries, and including any related financing transactions and including increases in ownership of Subsidiaries (including any transaction giving rise to the need to make such calculation).

“Subordinated Exchange Note Indenture” means an indenture relating to the Subordinated Exchange Notes, among Borrower, as issuer, certain subsidiary guarantors thereunder and the Exchange Note Trustee.

“Subordinated Exchange Notes” means the subordinated unsecured exchange notes of Borrower, guaranteed by certain subsidiary guarantors, to be issued from time to time by the Borrower under the Subordinated Exchange Note Indenture and authenticated by the Exchange Note Trustee and delivered in exchange for Subordinated Unsecured Term Loans in an equal principal amount (including any capitalized interest) from time to time pursuant to the Subordinated Unsecured Credit Facility.

“Subordinated Registration Rights Agreement” means the registration rights agreement among Borrower, certain Credit Parties party thereto, and the Administrative Agent, pursuant to which the Borrower will agree to file a shelf registration statement with respect to the Subordinated Exchange Notes under which the Subordinated Exchange Notes will be registered for public sale.

“Subordinated Unsecured Credit Documents” means the Subordinated Unsecured Credit Facility, the Subordinated Exchange Note Indenture, the Subordinated Exchange Notes, the Subordinated Registration Rights Agreement and each other document executed in connection with the Subordinated Unsecured Credit Facility or the Subordinated Exchange Note Indenture.

“Subordinated Unsecured Credit Facility” means the Exchangeable Subordinated Unsecured Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition, Holdings, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of this Agreement.

“Subordinated Unsecured Indebtedness” means the obligations of Borrower and certain Credit Parties pursuant to the Subordinated Unsecured Credit Documents.

“Subordinated Unsecured Term Loans” means the term loans made to Borrower pursuant to the Subordinated Unsecured Credit Facility.

34

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. For purposes of this Agreement, the term “Subsidiary” shall not include the Persons listed on Schedule 1.1(a) hereto (each an “Inactive Subsidiary”); provided, that to the extent any Inactive Subsidiary listed on Schedule 1.1(a) shall cease to be inactive as determined by its respective Secretary of State office, it shall no longer be deemed an Inactive Subsidiary and shall be deemed a Subsidiary hereunder and shall become a party to this Agreement and any other Credit Document and execute and deliver guarantees, security agreements, mortgages and any other similar agreement supporting the Obligations of any of the Credit Parties as reasonably determined by the Administrative Agent.

“Swing Line Lender” means GSCP in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.3.

“Swing Line Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

“Swing Line Sublimit” means the lesser of (i) $5,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

“Terminated Lender” as defined in Section 2.23.

“Term Loan” means a term loan made by a Lender to Borrower pursuant to Section 2.1(a)(i) or (a)(ii) or a New Term Loan made by a Lender to a Borrower pursuant to Section 2.24.

35

“Term Loan Commitment” means the Tranche B Term Loan commitment or the New Term Loan Commitment of a Lender, and “Term Loan Commitments” means such commitments of all Lenders.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender and any New Term Loans; provided, at any time prior to the making of a Term Loan, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

“Total Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day, less the aggregate amount of unrestricted Cash of Borrower and its Subsidiaries in an amount not greater than $15,000,000 on such day, to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

“Tranche B Term Loan Commitment” means the Tranche B-1 Term Loan Commitment and the Tranche B-2 Term Loan Commitment of a Lender, and “Tranche B Term Loan Commitments” means such commitments of all Lenders.

“Tranche B Term Loan Maturity Date” means the earlier of (i) the seven-year anniversary of the Closing Date, and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Tranche B-1 Installment” as defined in Section 2.12.

“Tranche B-1 Installment Date” as defined in Section 2.12.

“Tranche B-1 Term Loan” means a term loan made by a Lender to Borrower pursuant to Section 2.1(a)(i).

“Tranche B-1 Term Loan Commitment” means the Tranche B-1 Term Loan commitment of a Lender, and “Tranche B-1 Term Loan Commitments” means such commitments of all Lenders. The amount of each Lender’s Tranche B-1 Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B-1 Term Loan Commitments as of the Closing Date is $400,000,000.

36

“Tranche B-1 Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche B-1 Term Loan of such Lender; provided, at any time prior to the making of the Tranche B-1 Term Loan, the Tranche B-1 Term Loan Exposure of any Lender shall be equal to such Lender’s Tranche B-1 Term Loan Commitment.

“Tranche B-1 Term Loan Lender” shall mean a Lender with a Tranche B-1 Term Loan Commitment or an outstanding Tranche B-1 Term Loan.

“Tranche B-2 Installment” as defined in Section 2.12.

“Tranche B-2 Installment Date” as defined in Section 2.12.

“Tranche B-2 Term Loan” means a term loan made by a Lender to Borrower pursuant to Section 2.1(a)(ii).

“Tranche B-2 Term Loan Commitment” means the Tranche B-2 Term Loan commitment of a Lender, and “Tranche B-2 Term Loan Commitments” means such commitments of all Lenders. The amount of each Lender’s Tranche B-2 Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B-2 Term Loan Commitments as of the Closing Date is $125,000,000.

“Tranche B-2 Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche B-2 Term Loan of such Lender; provided, at any time prior to the making of the Tranche B-2 Term Loan, the Tranche B-2 Term Loan Exposure of any Lender shall be equal to such Lender’s Tranche B-2 Term Loan Commitment.

“Tranche B-2 Term Loan Lender” shall mean a Lender with a Tranche B-2 Term Loan Commitment or an outstanding Tranche B-2 Term Loan.

“Transaction Costs” means the fees, costs and expenses payable by Holdings, Borrower or any of Borrower’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

“Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unsecured Credit Documents” means the Senior Unsecured Credit Documents and the Subordinated Unsecured Credit Documents.

37

“Unsecured Indebtedness” means the Senior Unsecured Indebtedness and the Subordinated Unsecured Indebtedness.

“U.S. Lender” as defined in Section 2.20(c).

“Waiveable Mandatory Prepayment” as defined in Section 2.15(c).

1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Holdings to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial measurements (including the definitions of “Total Leverage Ratio,” “Senior Secured Leverage Ratio” and “Cash Interest Coverage Ratio”), standards or terms in this Agreement, then Borrower and Administrative Agent agree to enter into negotiations in good faith to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Holding’s and its Subsidiaries’ financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the appropriate Credit Parties and the Requisite Lenders, all financial measurements (including the definitions of “Total Leverage Ratio,” “Senior Secured Leverage Ratio” and “Cash Interest Coverage Ratio”), standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.

1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

38

1.4. Certain Calculations.

(a) For purposes of determining (i) compliance with the financial covenants set forth in Section 6.7, (ii) Consolidated Adjusted EBITDA, (iii) the calculation of the Senior Secured Leverage Ratio in Applicable Margin, Section 2.14(a), Section 2.14(d) and Section 2.24; (iv) the calculation of Total Leverage Ratio, and (v) the calculation of Cash Interest Coverage Ratio (collectively, the "Applicable Calculations"), if any Subject Transaction has occurred during the four-quarter reference period or subsequent to such reference period and on or prior to the applicable Calculation Date (as hereinafter defined), the Applicable Calculations shall be calculated with respect to such period giving pro forma effect, including Pro Forma Cost Savings (and the change in any associated Consolidated Interest Expense, Indebtedness and change in Consolidated Adjusted EBITDA resulting therefrom), whether or not such Pro Forma Cost Savings (other than with respect to clause (i) of the definition of Pro Forma Cost Savings) complies with Regulation S-X, as if they had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Subsidiary of Borrower or was merged with or into Borrower or any Subsidiary of Borrower since the beginning of such period) shall have made any Subject Transaction that would have required adjustment pursuant to this provision, then the Applicable Calculations shall be calculated giving pro forma effect thereto for such period as if such Subject Transaction had occurred at the beginning of the applicable four-quarter period.

(b) In the event that Borrower or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness (other than working capital borrowings, unless such Indebtedness has been permanently repaid) or issues, repurchases, or redeems preferred stock or Disqualified Equity Interests subsequent to the commencement of the period for which the Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations are being calculated (the "Calculation Date"), then the Applicable Calculations will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

(c) If since the beginning of such period any Person (that subsequently became a Subsidiary of Borrower or was merged with or into Borrower or any Subsidiary of Borrower since the beginning of such period) shall have made any Subject Transaction that would have required adjustment pursuant to this Section 1.4, then the Applicable Calculations shall be calculated giving pro forma effect thereto for such period as if such Subject Transaction had occurred at the beginning of the applicable four-quarter period;

(d) In calculating the Applicable Calculations, the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the applicable Calculation Date, will be excluded (including by adding back the amount of any attributable Consolidated Adjusted EBITDA that was negative);

(e) In calculating the Applicable Calculations, the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the applicable Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of Borrower or any of its Subsidiaries following the applicable Calculation Date;

39

(f) In calculating the Applicable Calculations, any Person that is a Subsidiary on the applicable Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter period;

(g) In calculating the Applicable Calculations, any Person that is not a Subsidiary on the applicable Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter period;

(h) In calculating the Applicable Calculations, if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the applicable Calculation Date had been the applicable rate for the entire period (after giving effect to the operation of any Hedge Agreement applicable to such Indebtedness); and

(i) In calculating the Applicable Calculations, interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period.

SECTION 2. LOANS AND LETTERS OF CREDIT

2.1. Term Loan.

(a) Loan Commitments. Subject to the terms and conditions hereof, (i) each Tranche B-1 Term Loan Lender severally agrees to make, on the Closing Date, a Tranche B-1 Term Loan to Borrower in an amount equal to such Lender’s Tranche B-1 Term Loan Commitments and (ii) each Tranche B-2 Term Loan Lender severally agrees to make, on the Closing Date, a Tranche B-2 Term Loan to Borrower in an amount equal to such Lender’s Tranche B-2 Term Loan Commitments. Borrower may make only one borrowing under each of the Tranche B-1 Term Loan Commitment and Tranche B-2 Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Tranche B Term Loan Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.

(b) Borrowing Mechanics for Term Loans.

(i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one (1) Business Day prior to the Closing Date for Base Rate Loans and no later than three (3) Business Days prior to the Closing Date for Eurodollar Rate Loans. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

40

(ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the applicable conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower.

2.2. Revolving Loans.

(a) Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to Section 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000in excess of that amount.

(ii) Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Borrower.

41

(iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the applicable conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Borrower.

2.3. Swing Line Loans.

(a) Swing Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Swing Line Loans.

(i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii) Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 noon (New York City time) on the proposed Credit Date.

(iii) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the applicable conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of Borrower at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by Borrower.

42

(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan Note issued by Borrower to Swing Line Lender. Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

(v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

43

(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

2.4. Issuance of Letters of Credit and Purchase of Participations Therein.

(a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower, or any Guarantor Subsidiary designated by Borrower, in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (1) have an expiration date later than the earlier of (x) the Revolving Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (2) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

44

(b) Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 noon (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit (other than resulting from the gross negligence or willful misconduct of the Issuing Bank); (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

45

(d) Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and providedfurther, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

46

(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

47

(f) Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

48

(g) Indemnification. Without duplication of any obligation of Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

2.5. Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds. The proceeds of the Term Loans and Revolving Loans in an aggregate amount not to exceed $10,000,000 (exclusive of up to $15,000,000 of Letters of Credit (it being agreed that Borrower may cash collateralize or employ back-to-back Letters of Credit in respect of the Existing Letters of Credit)) made on the Closing Date shall be applied by Borrower to fund the Acquisition (including refinancing or retiring on the Closing Date any existing debt and preferred stock of Borrower and its Subsidiaries) and all transaction costs, fees, commissions and expenses incurred in connection with the Acquisition. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Holdings and its Subsidiaries, including Permitted Acquisitions and permitted Consolidated Capital Expenditures. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

49

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and providedfurther, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan. Borrower hereby designates GSCP to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agree that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, New Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

50

2.8. Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) in the case of the Term Loans and Revolving Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

(ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin.

(b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

51

(e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f) Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

(g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

2.9. Conversion/Continuation.

(a) Subject to Section 2.18 and so long as no Default under Section 8.1(a) or Event of Default shall have occurred and then be continuing, Borrower shall have the option:

52

(i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b) Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

2.10. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), all amounts of all Loans and other Obligations not paid when due shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees.

(a) Borrower agrees to pay to Lenders having Revolving Exposure:

(i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments and (b) the aggregate principal amount of (x) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and

53

(ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to 0.250%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

(d) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12. Scheduled Payments/Commitment Reductions.

(a) The principal amounts of the Tranche B-1 Term Loans shall be repaid in consecutive quarterly installments (each, a “Tranche B-1 Installment”) in the amounts and on the dates (each a “Tranche B-1Installment Date”) set forth below:

Amortization Date	Tranche B-1 Installments
December 31, 2007	$	1,000,000
March 31, 2008	$	1,000,000
June 30, 2008	$	1,000,000
September 30, 2008	$	1,000,000
December 31, 2008	$	1,000,000
March 31, 2009	$	1,000,000
June 30, 2009	$	1,000,000

54

Amortization Date	Tranche B-1 Installments
September 30, 2009	$	1,000,000
December 31, 2009	$	1,000,000
March 31, 2010	$	1,000,000
June 30, 2010	$	1,000,000
September 30, 2010	$	1,000,000
December 31, 2010	$	1,000,000
March 31, 2011	$	1,000,000
June 30, 2011	$	1,000,000
September 30, 2011	$	1,000,000
December 31, 2011	$	1,000,000
March 31, 2012	$	1,000,000
June 30, 2012	$	1,000,000
September 30, 2012	$	1,000,000
December 31, 2012	$	1,000,000
March 31, 2013	$	1,000,000
June 30, 2013	$	1,000,000
September 30, 2013	$	1,000,000
December 31, 2013	$	1,000,000
March 31, 2014	$	1,000,000
June 30, 2014	$	1,000,000
August 15, 2014	$	373,000,000

(b) The principal amounts of the Tranche B-2 Term Loans shall be repaid in consecutive quarterly installments (each, a “Tranche B-2 Installment”) in the amounts and on the dates (each a “Tranche B-2Installment Date”) set forth below:

Amortization Date	Tranche B-2 Installments
December 31, 2007	$	312,500
March 31, 2008	$	312,500
June 30, 2008	$	312,500
September 30, 2008	$	312,500
December 31, 2008	$	312,500
March 31, 2009	$	312,500
June 30, 2009	$	312,500
September 30, 2009	$	312,500
December 31, 2009	$	312,500

55

Amortization Date	Tranche B-2 Installments
March 31, 2010	$	312,500
June 30, 2010	$	312,500
September 30, 2010	$	312,500
December 31, 2010	$	312,500
March 31, 2011	$	312,500
June 30, 2011	$	312,500
September 30, 2011	$	312,500
December 31, 2011	$	312,500
March 31, 2012	$	312,500
June 30, 2012	$	312,500
September 30, 2012	$	312,500
December 31, 2012	$	312,500
March 31, 2013	$	312,500
June 30, 2013	$	312,500
September 30, 2013	$	312,500
December 31, 2013	$	312,500
March 31, 2014	$	312,500
June 30, 2014	$	312,500
August 15, 2014	$	116,562,500

; provided, in the event any New Term Loans are made, such New Term Loans shall be repaid on each Installment Date occurring on or after the applicable Increased Amount Date in an amount equal to (i) the aggregate principal amount of New Term Loans of the applicable Series of New Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all other Term Loans being repaid on such Installment Date and (z) the total aggregate principal amount of all other Term Loans outstanding on such Increased Amount Date.

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Tranche B Term Loan Maturity Date.

2.13. Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments.

(i) Any time and from time to time, subject to clause (c) below:

56

(1) with respect to Base Rate Loans, Borrower may prepay any such Loans without penalty or premium on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount;

(2) with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans without penalty or premium (other than pursuant to Section 2.18(c)) on any Business Day in whole or in part in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount; and

(3) with respect to Swing Line Loans, Borrower may prepay any such Loans without penalty or premium on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount.

(ii) All such prepayments shall be made:

(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans;

(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

(3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

(b) Voluntary Commitment Reductions.

(i) Borrower may, upon not less than one Business Day’s prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount.

57

(ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof.

(c) (i) In the event that the Tranche B-1 Term Loans are repaid in whole or in part pursuant to Section 2.13(a) or Section 2.14 (other than Section 2.14(d)) on or after the Closing Date but on or prior to the first anniversary of the Closing Date, the Borrower shall pay to Tranche B-1 Term Loan Lenders having Tranche B-1 Term Loans, a prepayment premium of 1.00% on the amount so repaid and (ii) in the event that the Tranche B-2 Term Loans are repaid in whole or in part pursuant to Section 2.13(a) or Section 2.14 (other than Section 2.14(d) and other than as provided in the final sentence of this Section 2.13(c)), the Borrower shall pay to Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, a prepayment premium as follows: (i) 2.00% of such amount so repaid if such prepayment occurs on or after the Closing Date but on or prior to the first anniversary of the Closing Date and (ii) 1.00% of such amount so repaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. Notwithstanding the foregoing, if the Term Loans become due and payable pursuant to Section 8.1 on any day prior to the second anniversary of the Closing Date, then an amount equal to the prepayment premium that would have been due and payable on such day as set forth in clauses (c)(i) and (c)(ii) above automatically and concurrently shall become due and payable. Notwithstanding anything in this Section 2.13(c) to the contrary, in the event that Tranche B-2 Term Loans are repaid in whole or in part pursuant to Section 2.14(a) with Net Asset Sale Proceeds from the Potential ATS Sale, the Borrower shall pay to Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, as applicable, a prepayment premium as follows (and no other prepayment premium with respect to Net Asset Sale Proceeds from the Potential ATS Sale): (i) 1.00% of such amount so repaid if such prepayment occurs on or after the Closing Date but on or prior to the first anniversary of the Closing Date and (ii) 0.0% of such amount so repaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date.

58

2.14. Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales. No later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Asset Sale Proceeds; provided, that if, as of the last day of the most recently ended Fiscal Quarter (which for the first quarter after the Closing Date, shall be the first full quarter thereafter rather than a stub period), the Senior Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Senior Secured Leverage Ratio as of the last day of such Fiscal Quarter) shall be 2.50:1.00 or less, such percentage of Net Asset Sale Proceeds (other than Net Asset Sale Proceeds from the Potential ATS Sale) required to be prepaid hereunder shall be reduced to 50%; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of prepayment, (1) to invest such Net Asset Sale Proceeds within twelve months of receipt thereof or (2) to commit to invest such Net Asset Sale Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other productive assets of the general type used or useful in the business of Borrower and its Subsidiaries. Notwithstanding the foregoing, (A) there shall be no prepayment requirement with respect to the Potential Radar Sale to the extent the Potential Radar Sale is consummated within one year of the Closing Date and (B) the Net Asset Sale Proceeds from the Potential ATS Sale shall be repaid as follows: (x) 100% of such Net Asset Sale Proceeds shall be used to prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) and (y) to the extent any Lender exercises its rights under Section 2.15(c) and waives such mandatory prepayment, the Borrower may use such remaining Net Asset Sale Proceeds (i) to prepay the Senior Unsecured Indebtedness, (ii) to reinvest in accordance with the timeframes set forth in this Section 2.14(a) or (iii) for Investments permitted pursuant to Section 6.6.

(b) Insurance/Condemnation Proceeds. No later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

(c) Issuance of Debt. On the first Business Day after the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1, including any refinancing of Indebtedness permitted by Section 6.1(k)), Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

59

(d) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending June 30, 2008 (provided that solely with respect to the Fiscal Year ending June 30, 2008, such period shall commence on October 1, 2007)), Borrower shall, no later than 120 days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) such Consolidated Excess Cash Flow multiplied by the percentage as determined by reference to the Senior Secured Leverage Ratio as of the last day of such period determined from the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating Senior Secured Leverage Ratio, as set forth in the following grid minus (ii) voluntary prepayments of Term Loans made during such period:

Senior Secured  Leverage Ratio	Prepayment %
> 3.50:1.00		75	%
< 3.50:1.00 > 2.50:1.00		50	%
< 2.50:1.00 > 1.50:1.00		25	%
< 1.50:1.00		0	%

(e) Revolving Loans and Swing Loans. Borrower shall from time to time prepay first, the Swing Line Loans, without reductions in Commitments and second, the Revolving Loans without reductions in Commitments to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(f) Prepayment Certificate. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a) through 2.14(d), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

(g) No Prepayment Premium or Penalties. Other than as set forth in Section 2.13(c), payments made by the Borrower pursuant to this Section 2.14 shall in no event include any prepayment premium, penalty or other similar fee.

60

2.15. Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Loans pursuant to Section 2.13(a) shall be applied either to repay Swing Line Loans, to repay Revolving Loans or to repay Term Loans ratably across each Class of Term Loans, as specified by Borrower in the applicable notice of prepayment; provided, in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

first, to repay outstanding Swing Line Loans to the full extent thereof without reduction of Commitments;

second, to repay outstanding Revolving Loans to the full extent thereof without reduction of Commitments; and

third, to prepay the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the New Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further applied on a pro rata basis to reduce the scheduled remaining Installments of principal of the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the New Term Loans.

(b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) shall be applied as follows:

first, to prepay the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the New Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further applied on a pro rata basis to the remaining scheduled Installments of principal of the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the New Term Loans as follows: first, to the next eight scheduled Installments in direct order and second, pro rata to any remaining Installments;

second, to prepay the Swing Line Loans to the full extent thereof without reduction of Commitments;

third, to prepay the Revolving Loans to the full extent thereof without reduction of Commitments; and

fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit.

(c) Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.15(b)), and (ii) subject to the last sentence of Section 2.14(a), in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the Term Loans of such Lenders accepting payments under clause (i) above (which prepayment shall be further applied to the scheduled installments of principal of the Term Loans in accordance with Section 2.15(b)).

61

(d) Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

2.16. General Provisions Regarding Payments.

(a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

62

(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f) Borrower hereby authorizes Administrative Agent to charge Borrower’s account with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal and interest due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(h) If an Event of Default under Sections 8.1(f) or (g) shall have occurred and not otherwise been waived or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or the Borrower does not repay the Term Loans on the applicable Maturity Date, all payments, proceeds of Collateral, distributions (including distributions in any Insolvency or Liquidation Proceeding pursuant to a plan or otherwise) and all other amounts or property collected or received on account of any Obligation shall be applied in the following order of priority:

(i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or Collateral Agent in connection with any collection or sale or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable));

63

(ii) second, to the Tranche B-1 Term Loan Lenders, New B-1 Lenders, Revolving Lenders and New Revolving Loan Lenders, an amount equal to all Obligations owing to them in respect of the Tranche B-1 Term Loans, New B-1 Loans, Revolving Loans and New Revolving Loans, as applicable, on a pro rata basis, on the date of any distribution, other than any amounts in respect of post-petition interest in any Insolvency or Liquidation Proceeding (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable));

(iii) third, to the Secured Parties, an amount equal to all remaining Obligations owing to them on the date of any distribution, including any amounts in respect of post-petition interest in any Insolvency or Liquidation Proceeding (including such amounts owed to the Tranche B-1 Term Loan Lenders and New B-1 Lenders) (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable)); and

(iv) fourth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

(i) Each Tranche B-2 Term Loan Lender and each New Term Loan Lender holding New Term Loans that were identified by the Borrower to be identical (except as contemplated by Section 2.24 with respect to interest rates, amortization and maturity) to Tranche B-2 Term Loans (“New B-2 Loans” and the lenders thereof, “New B-2 Lenders”) hereby agrees to turn over to the Administrative Agent, on behalf of the Tranche B-1 Term Loan Lenders and New Term Loan Lenders holding New Term Loans that were identified by the Borrower to be identical (except as contemplated by Section 2.24 with respect to interest rates, amortization and maturity) to Tranche B-1 Term Loans (“New B-1 Loans” and the lenders thereof, “New B-1 Lenders”), amounts otherwise received or receivable by them to the extent necessary to effectuate the priority of payments set forth in Section 2.16(h), even if such turnover has the effect of reducing the claim or recovery of the Tranche B-2 Term Loan Lenders and the New B-2 Lenders. If any Lender, Agent or other Secured Party collects or receives any payment, proceeds of Collateral, distribution (including distributions in any Insolvency or Liquidation Proceeding pursuant to a plan or otherwise) or any other amount or property on account of any Obligation at any time when Section 2.16(h) requires that such payment, proceeds, distribution, amount or property be distributed pursuant to the provisions thereof to any other Secured Parties, then such Agent, Lender or other Secured Party shall hold the same in trust for such other Secured Parties and shall forthwith deliver the same to the Administrative Agent for distribution to such other Secured Parties in accordance with Section 2.16(h).

64

2.17. Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, giving effect to the provisions of Section 2.16(h), then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, giving effect to the provisions of Section 2.16(h), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.18. Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.

65

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

66

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

2.19. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

67

(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c) Notwithstanding anything to the contrary contained herein, Borrower will not be required to compensate any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(c)) for any such increased costs or reduced return incurred by such Lender more than six (6) months prior to such Lender’s written request to Borrower for such compensation.

2.20. Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or Agent, franchise taxes imposed in lieu of net income taxes or any branch profits taxes imposed by the U.S. or any similar tax imposed by any Governmental Authority) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

68

(b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

69

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI , or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

(d) Refunds. If Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Credit Party or with respect to which a Credit Party has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Credit Party, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.20(d) shall not be construed to require the Administrative Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

70

2.21. Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.22. Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

71

2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section  2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.13(c), 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or back-stopped or cash collateralized. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

72

2.24. Incremental Facilities. Borrower may by written notice to Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by up to an aggregate amount equal to the greater of (i) $75,000,000 and (ii) such greater amount if as of the last day of the most recently ended Fiscal Quarter, the Senior Secured Leverage Ratio (determined for any such period by reference to the most recently delivered Compliance Certificate calculating on a pro forma basis the Senior Secured Leverage Ratio as of the last day of such Fiscal Quarter) shall be 3.75:1.00 or less after giving effect to such greater amount as if such greater amount were drawn in its entirety. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that GSCP may elect or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments and New Revolving Loan Commitments as if fully drawn (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (3) as of the last day of the most recently ended Fiscal Quarter, the Senior Secured Leverage Ratio (determined for any such period by reference to the most recently delivered Compliance Certificate calculating on a pro forma basis the Senior Secured Leverage Ratio as of the last day of such Fiscal Quarter) shall be 4.50:1.00 or less; (4) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (5) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(c); (6) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (7) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement.

73

On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to its New Revolving Loan Commitment and all matters relating thereto.

On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto.

Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.

74

The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as to pricing, amortization and maturity as otherwise set forth herein or in the Joinder Agreement, at the option of Borrower, identical to the existing Tranche B-1 Term Loans or Tranche B-2 Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Term Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Term Loans, and (iii) the rate of interest applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.24.

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date, except as otherwise provided in Section 5.16:

(a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document required to be delivered as of the Closing Date originally executed and delivered by each applicable Credit Party for each Lender.

(b) Organizational Documents; Incumbency. Administrative Agent shall have received (i) a satisfactory copy of each Organizational Document of each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (or the equivalent thereof) from the applicable Governmental Authority, if such a concept exists in such jurisdiction, of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date.

(c) Capitalization of Holdings and Borrower. On or before the Closing Date:

(i) Holdings shall have received gross proceeds from Sponsor and other co-investors and management of common equity contributions to be equal to an aggregate amount of not less than $372,000,000 and contributed such proceeds to the Borrower;

75

(ii) Borrower shall have entered into the Senior Unsecured Credit Facility in an aggregate amount of $225,000,000 consisting of Senior Unsecured Term Loans (all of which shall be borrowed on the Closing Date); and

(iii) Borrower shall have entered into the Subordinated Unsecured Credit Facility in an aggregate amount of $120,000,000 consisting of Subordinated Unsecured Term Loans (all of which shall be borrowed on the Closing Date).

(d) Consummation of Transactions Contemplated by Related Agreements. (i) All conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Agreement shall have been satisfied or waived (with the prior consent of the Administrative Agent and Syndication Agent if the Administrative Agent and Syndication Agent reasonably determine such waiver is materially adverse to the Lenders) and (ii) the Acquisition shall have become effective in accordance with the terms of the Acquisition Agreement.

(e) Existing Indebtedness. On the Closing Date, Holdings and its Subsidiaries shall have (i) repaid in full all Existing Indebtedness, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder (or the cash collateralization thereof) or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto.

(f) Transaction Costs. Borrower shall have Transactions Costs (other than fees payable to any Agent and any “Agent” as defined under the Senior Unsecured Credit Facility and the Subordinated Unsecured Credit Facility, respectively) in the approximate amount of $60,000,000.

(g) Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Related Agreements except where the failure to obtain such Governmental Authorizations or consents could not reasonably be expected to have a Material Adverse Effect, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent.

(h) [Intentionally Omitted.]

(i) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties shall have delivered to Collateral Agent:

(i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein;

76

(ii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby;

(iii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is organized as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

(iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and

(v) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and Security Agreement.

(j) Financial Statements. Lenders shall have received from Holdings (i) the Historical Financial Statements and (ii) pro forma financial statements, in each case meeting the requirements of Regulation S-X for Form S-1 registration statements.

(k) [Intentionally Omitted].

(l) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Schulte, Roth & Zabel LLP, special New York counsel for Credit Parties, in the form of Exhibit D and as to such other matters as Administrative Agent or Syndication Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

(m) Fees. Borrower shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11.

(n) Solvency Certificate. On the Closing, Date Administrative Agent shall have received a Solvency Certificate from Borrower and the Guarantors, on a consolidated basis, in form, scope and substance satisfactory to Administrative Agent, and demonstrating that after giving effect to the consummation of the Acquisition and any rights of contribution, each of the Borrower and its Guarantors, on a consolidated basis are and will be Solvent.

77

(o) Closing Date Certificate. Holdings and Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(p) Closing Date. Lenders shall have made the Term Loans to Borrower on or before August 15, 2007.

(q) No Litigation. There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent and Syndication Agent, singly or in the aggregate, impairs the financing of the Acquisition or affects any Credit Document or any Unsecured Credit Document, except that could not reasonably be expected to have a Material Adverse Effect.

(r) Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent or Syndication Agent and its counsel shall be satisfactory in form and substance to Administrative Agent and Syndication Agent and such counsel, and Administrative Agent, Syndication Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent or Syndication Agent may reasonably request.

(s) Letter of Direction. Administrative Agent shall have received a duly executed letter of direction from Borrower addressed to Administrative Agent, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

(t) Representations and Warranties. The representations and warranties set forth in each of Sections 4.1, 4.3, 4.4(a)(ii), 4.6, 4.9, 4.17 and 4.18 shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(u) Patriot Act. At least 5 days prior to the Closing Date, the Agent shall have received from the Credit Parties all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

(v) Advisory Agreement. Administrative Agent shall have received a duly executed copy of the Advisory Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(w) Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC. The Administrative Agent shall have received a duly executed copy of the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, which shall provide for GS Direct, L.L.C. to have the right to transfer up to thirty percent (30%) of its equity interests in VGG Holding LLC held by it on the Closing Date to one or more Persons upon the prior written consent of each of The Veritas Capital Fund III, L.P., AX Holding LLC, Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV, LLC-series C and CCG AV, LLC-series I.

78

3.2. Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

(ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii) as of such Credit Date (other than the Closing Date), the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(iv) as of such Credit Date (other than the Closing Date), no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default;

(v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; and

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the circumstances.

(b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

79

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document or other matter required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date (except if such representations and warranties pertain to an earlier date) that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Acquisition):

4.1. Organization; Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2. Equity Interests and Ownership. Each of the Equity Interests of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date after giving effect to the Acquisition.

4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

80

4.4. No Conflict. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; except in the case of clauses (i) and (iii), to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any non-governmental Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain could not be reasonably expected to have a Material Adverse Effect.

4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as have been obtained or made and are in full force and effect or when the failure of which to be so made or delivered could not reasonably be expected to have a Material Adverse Effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing Date or as of a post-closing date, as applicable.

4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7. Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to, with respect to internally prepared financial statements, the absence of footnotes and changes resulting from audit and normal year-end adjustments.

81

4.8. Projections. On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2012 (the “Projections”) are based on good faith estimates and assumptions made by the management of Holdings; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.

4.9. No Material Adverse Change. Since June 30, 2006, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10. [Intentionally Omitted.]

4.11. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.12. Payment of Taxes. Except as otherwise permitted under Section 5.3, all federal and state income tax returns and all other material tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Holdings knows of no proposed tax assessment against Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.13. Properties. Each of Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.8. Except as set forth on Schedule 4.13 or otherwise permitted by this Agreement, all such properties and assets are free and clear of Liens.

82

4.14. Environmental Matters. Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law. To each of Holdings’ and its Subsidiaries’ knowledge, there are and have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To each of Holdings’ and its Subsidiaries’ knowledge, no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

4.15. No Defaults. Neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.16. [Intentionally Omitted].

4.17. Governmental Regulation. Neither Holdings nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.18. Margin Stock. Neither Holdings nor any of its Subsidiaries owns any Margin Stock.

4.19. Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the knowledge of Holdings and Borrower, threatened in writing against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the knowledge of Holdings and Borrower, threatened in writing against any of them, (b) no strike or work stoppage in existence or threatened in writing involving Holdings or any of its Subsidiaries, and (c) to the knowledge of Holdings and Borrower, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

83

4.20. Employee Benefit Plans. Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except where noncompliance could not be reasonably likely to result in liability in excess of $10,000,000. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that is reasonably likely to result in liability in excess of $10,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan and there has been no determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is less than $10,000,000. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

4.21. Certain Fees. No broker’s or finder’s fee or commission will be payable by Credit Parties with respect to the transactions contemplated by the Related Agreements, except as payable to the Agents and the Lenders and as set forth on Schedule 4.21.

4.22. Solvency. The Credit Parties, on a consolidated basis, are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

84

4.23. Acquisition Agreement.

(a) Delivery. Holdings and Borrower have delivered to Administrative Agent a complete and correct copy of (i) the Acquisition Agreement and of all exhibits and schedules thereto as of the date hereof and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver of the Acquisition Agreement entered into after the date hereof.

(b) Conditions Precedent. On the Closing Date, (i) all of the conditions to effecting or consummating the Acquisition set forth in the Acquisition Agreement have been duly satisfied or waived (with the prior consent of the Administrative Agent if the Administrative Agent reasonably determines such waiver is materially adverse to the Lenders), and (ii) the Acquisition has been consummated in accordance with the Acquisition Agreement and all applicable laws.

4.24. Compliance with Statutes, etc. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.25. Disclosure. The representations or warranties of the Credit Parties contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent or Lender by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby concerning the Credit Parties or the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact (known to Holdings or Borrower, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Holdings or Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings or Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished by Credit Parties to Lenders for use in connection with the transactions contemplated hereby.

4.26. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

85

4.27. Senior Debt and Designated Senior Debt. This Agreement, the credit facilities created hereunder and all present and future Obligations constitute (or will constitute, in the case of the Senior Exchange Notes and the Subordinated Exchange Notes) the “Senior Secured Credit Facility,” “Senior Debt” and “Designated Senior Debt” under and as such terms are defined in the Subordinated Unsecured Credit Facility and in the Subordinated Exchange Notes. Without limiting the foregoing, all present and future Obligations are hereby designated as “Senior Debt” and “Designated Senior Debt” in each case as such terms are used in the Subordinated Unsecured Credit Facility and in the Subordinated Exchange Notes, if applicable.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification Obligations) and cancellation or expiration or cash collateralization or back-stop of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports. Holdings will deliver to Administrative Agent, (with sufficient copies for Lenders):

(a) Monthly Reports. So long as any Interim Loan (as defined in the Senior Unsecured Credit Facility) or Interim Loan (as defined in the Subordinated Unsecured Credit Facility) remains outstanding, as soon as available, and in any event within 45 days after the end of each month ending after the Closing Date, commencing with September 2007, the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such month and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto.

(b) Quarterly Financial Statements. As soon as available, and in any event within 50 days after the end of each Fiscal Quarter of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs, the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail (it being understood that the Form 10-Q filed with the Securities and Exchange Commission shall be acceptable), together with a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto;

86

(c) Annual Financial Statements. As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail (it being understood that the Form 10-K filed with the Securities and Exchange Commission shall be acceptable), together with a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of KPMG or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

(d) Compliance Certificate. Together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate;

(e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such section had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for such financial statements in form and substance satisfactory to Administrative Agent upon the reasonable request of the Administrative Agent;

(f) Notice of Default. Promptly upon any Senior Officer of Holdings or Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Holdings or Borrower with respect thereto; (ii) that any Person has given any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;

87

(g) Notice of Litigation. Promptly upon any Senior Officer of Holdings or Borrower obtaining knowledge of the institution of, or written threat of, any Adverse Proceeding not previously disclosed in writing by Borrower to Lenders, that if adversely determined could be reasonably expected to have a Material Adverse Effect;

(h) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(i) Financial Plan. As soon as practicable and in any event no later than forty-five days after the beginning of each Fiscal Year, a consolidated financial forecast for such Fiscal Year (or portion thereof) (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each such Fiscal Year, including the calculation of each of the covenants set forth in Section 6.7, for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each Fiscal Quarter of such Fiscal Year;

(j) Insurance Report. A certificate from Borrower’s insurance broker(s) in form and substance satisfactory to Administrative Agent, as reasonably requested by the Administrative Agent, outlining all material insurance coverage maintained as of the date of such certificate by Holdings and its Subsidiaries;

(k) Notice Regarding Material Contracts. Together with the delivery of the quarterly financial statements pursuant to Section 5.1(b) and the annual financial statements pursuant to Section 5.1(c), notice of (i) any Material Contract of Holdings or any of its Subsidiaries constituting in excess of 10% of total revenues of Holdings and its Subsidiaries on a consolidated basis that is in terminated and (ii) any default under a Material Contract of Holdings or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, in each case, together with a written statement describing such event and an explanation of any actions being taken with respect thereto;

88

(l) Information Regarding Collateral. (a) Borrower will furnish to Collateral Agent prompt (but not less than 7 Business Days) prior written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, (iii) in any Credit Party’s jurisdiction of organization or (iv) in any Credit Party’s Federal Taxpayer Identification Number or state organizational identification number. Borrower also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

(m) [Intentionally Omitted];

(n) Other Information. (A) Promptly upon their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and (ii) all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries, and (B) such other information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender; and

(o) Certification of Public Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains only publicly available information with respect to Holdings and its Subsidiaries may be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains only publicly available information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Nonpublic Information with respect to Holdings, its Subsidiaries and their securities.  Notwithstanding the foregoing, the Borrower shall use commercially reasonably efforts to indicate whether any document or notice contains only publicly available information.

(p) Delivery of Information. Documents required to be delivered pursuant to Sections 5.1(a), 5.1(b), 5.1(c), 5.1(e) or 5.1(i) may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents or provides a link thereto on Borrower’s website on the Internet at the website address listed on Appendix B; or (ii) on which such documents are posted on Borrower’s behalf on the Platform, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (x) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrower shall be required to provide paper copies of the Compliance Certificates to the Administrative Agent and each of the Lenders.

89

5.2. Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect (i) its existence and (ii) all rights and franchises, licenses and permits material to its business; except in the case of clause (ii) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.3. Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries to, pay all material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof, all subject to and in accordance with its usual custom and practice and provided that nothing herein shall be deemed to restrict any Credit Party or any of its Subsidiaries from carrying out alternations and improvements to, or changing the use of, any assets in the ordinary course of its business.

5.5. Insurance. Holdings will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Holdings will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Secured Parties, as an additional insured thereunder as its interests may appear, (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and provide for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy.

90

5.6. Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon prior reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested but so as not to interfere with the normal business and operations of Borrower provided, that notwithstanding anything to the contrary contained herein, (i) each Lender shall at all times coordinate with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Credit Parties, (ii) a representative of Borrower shall be given the opportunity to be present for any communication with the independent accountants and (iii) so long as no Event of Default shall be continuing, the Credit Parties shall not be obligated to pay for more than one such inspection per calendar year.

5.7. Lenders Meetings. Holdings and Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.9. Environmental.

(a) Environmental Disclosure. Holdings will deliver to Administrative Agent:

(i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims;

91

(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Holdings’ or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

(iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity;

(iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and

(v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

92

5.10. Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of Borrower, Borrower shall (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(i), 3.1(l) and 5.11 and any intellectual property security agreements and evidence of insurance. In the event that any Person becomes a Foreign Subsidiary of Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower or by any Domestic Subsidiary thereof, Borrower shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), and Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such ownership interests. With respect to each such Subsidiary, Borrower shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower; and such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof. Notwithstanding anything to the contrary herein, in no case shall a Person be required to pledge any stock of a "controlled foreign corporation" as defined in Section 957 of the Code ("CFC") (other than 65% of the stock of a first-tier CFC) and in no case will an asset of any CFC serve as Collateral under this Agreement or any other Credit Document.

5.11. Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions, Landlord Personal Property Collateral Access Agreements (solely with respect to any Leasehold Property in the United States of America where equipment and inventory in excess of $15,000,000 in the aggregate shall be located) and certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

5.12. Interest Rate Protection. No later than sixty (60) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, Borrower shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness for borrowed money of Holdings and its Subsidiaries outstanding at Closing Date is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.

93

5.13. Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Holdings, and its Domestic Subsidiaries and all of the outstanding Equity Interests of Borrower and its Subsidiaries (subject to limitations contained in the Credit Documents and herein with respect to Foreign Subsidiaries).

5.14. Miscellaneous Covenants. Unless otherwise consented to by Agents or Requisite Lenders:

(a)Maintenance of Ratings. At all times, Borrower shall use commercially reasonable efforts to maintain ratings issued by Moody’s and S&P with respect to its senior secured debt (it being understood that Borrower is under no obligation to maintain any particular level of rating issued by Moody’s or S&P).

(b)Cash Management Systems. Holdings and its Subsidiaries shall establish and maintain cash management systems with a Lender reasonably acceptable to Agents.

5.15. Merger. Borrower shall cause the Merger to occur immediately prior to the funding of Term Loans and Revolving Loans on the Closing Date.

5.16. Post-Closing Matters. The Credit Parties shall execute and deliver the documents and complete the tasks set forth on Schedule 5.16, in each case within the time limits specified on such schedule.

SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification Obligations) and cancellation or expiration of all Letters of Credit (or cash collateral or back to back letters of credit are provided with respect thereto), such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Obligations;

94

(b) (i) Indebtedness of any Guarantor Subsidiary owing to Borrower or to any other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary, (ii) Indebtedness of any Subsidiary of Borrower that is not a Guarantor owing to Holdings or Borrower or any Subsidiary of Borrower in aggregate principal amount that, together with Indebtedness under clause (ii) of Section 6.1(g), does not exceed at any time $10,000,000 in excess of the amount set forth on Schedule 6.1(b); and (iii) Indebtedness of Holdings or Borrower or any Guarantor Subsidiary owing to any Subsidiary of Holdings or the Borrower that is not a Guarantor Subsidiary; provided, (i) all such Indebtedness shall be evidenced by the Intercompany Note, which shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness payable by a Credit Party shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, and (iii) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made;

(c) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Indebtedness consisting of the deferred purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries;

(d) Indebtedness which may be deemed to exist pursuant to any guaranties, letter of credit reimbursement obligations, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

(e) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(f) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

(g) (i) guaranties by Borrower of Indebtedness of a Guarantor Subsidiary or guaranties by a Guarantor Subsidiary or (ii) guaranties of Indebtedness of any Subsidiary (other than a Guarantor Subsidiary as referred to in clause (i) above) not in excess of, together with Indebtedness under clause (ii) of Section 6.1(b), at any time $10,000,000 in excess of the amount set forth on Schedule 6.1(b), of Indebtedness of Borrower or another Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;

(h) Indebtedness in connection with the repurchase otherwise permitted hereunder of equity issued to current or former employees, executives or directors of a Credit Party (including any promissory notes issued by a Credit Party to repurchase equity of employees, executives or directors of a Credit Party) in an amount not to exceed $2,000,000 in the aggregate at any time outstanding;

95

(i) Indebtedness in an amount not to exceed $20,000,000 in the aggregate at any time outstanding when aggregated with amounts under Section 6.1(m) consisting of subordinated Indebtedness of Borrower or any of its Subsidiaries issued to a seller in connection with a Permitted Acquisition and which is subordinated (in a manner customary for a seller note) in right of payment to the Obligations;

(j) the incurrence by any Foreign Subsidiary of Holdings of Indebtedness owing to Persons other than Holdings and any of its Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, not to exceed the sum of $20,000,000;

(k) the Unsecured Indebtedness in an amount not to exceed a principal amount equal to $345,000,000 in the aggregate (provided, however, that the principal amount thereof may be increased to the extent that unpaid interest thereon is added to the principal amount thereof) and any Indebtedness described in Schedule 6.1(a), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement, (ii) refinancings and extensions of any such Indebtedness if the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended (provided that the maturity date on any refinanced Subordinated Unsecured Indebtedness may have a maturity equal to the Senior Unsecured Indebtedness) and, with respect to any Indebtedness described in Schedule 6.1(a), the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and (iii) refinancings in an amount equal to the accrued but unpaid interest on such refinanced Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; provided, such Indebtedness permitted under the immediately preceding clause (i), (ii) or (iii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, other than reasonable premiums or other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such renewal, extension or refinancing or (C) be incurred, created or assumed if any Event of Default has occurred and is continuing or would result therefrom; provided, further, that, notwithstanding anything contained herein to the contrary, such Unsecured Indebtedness may only be extended, renewed, replaced or refinanced provided the Cash Interest Coverage Ratio as of the last day of the Fiscal Quarter most recently ended shall not be less than 1.40:1.00.

(l) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $10,000,000; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 90% of the aggregate consideration paid with respect to such asset;

96

(m) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed $20,000,000 at any one time outstanding (when aggregated with amounts under Section 6.1(i)), provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary (other than by any such person that so becomes a Subsidiary), and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided, that (1) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (2) the direct and contingent obligors with respect to such Indebtedness are not changed and (3) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced;

(n) other unsecured Indebtedness of Holdings, the Borrower and/or its Subsidiaries or other subordinated Indebtedness (not including any other amounts permitted under this Section 6.1) in an aggregate amount not to exceed at any time $50,000,000; and

(o) Indebtedness under Hedge Agreements required pursuant to, and entered into in accordance with, Section 5.12 or other Interest Rate Agreements or Currency Agreements entered into in the ordinary course of business and not for speculative purposes.

To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 6.1, Borrower may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one item.

6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under the intellectual property laws, rules or procedures, except:

(a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

(b) Liens for Taxes that are not yet required to be paid pursuant to Section 5.3 and Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(c) statutory and contractual Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, suppliers, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

97

(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

(f) any interest or title of a lessor or sublessor under any lease of real estate or personal property permitted hereunder;

(g) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(i) Liens in favor of customs and revenue authorities or freight handlers or forwarders arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(k) licenses and sublicenses of patents, copyrights, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Borrower or such Subsidiary;

(l) Liens described in Schedule 6.2 or disclosed on a title report; and

(m) Liens securing Indebtedness permitted pursuant to Section 6.1(l); provided, any such Lien shall encumber only the asset acquired, constructed or improved with the proceeds of such Indebtedness and substitutions and replacements thereof and accessions and attachments thereto and extensions, renewals, replacements of such Liens, provided that any extension renewal or replacement is no more restrictive in any material respect than the Liens so extended, renewed or replaced and does not extend to any additional property or asset;

(n) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);

98

(o) customary rights of set off, bankers’ lien, refund or charge back under deposit agreements, the UCC or common law of banks or other financial institutions where Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;

(p) Liens to secure Indebtedness permitted by Section 6.1(j); provided that such Liens shall be limited solely to the assets of the Foreign Subsidiary obligated with respect to such Indebtedness;

(q) Liens in favor of Holdings or any Subsidiary;

(r) Liens to secure Indebtedness permitted by Section 6.1(m) provided, that such Liens were in existence prior to and were not incurred in connection with or in contemplation of, such merger or consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with or acquired by Holdings or it Subsidiaries;

(s) Liens securing Indebtedness from extensions, renewals or replacements, in whole or in part, of any Lien described in this Section 6.2; provided, that any such extension, renewals or replacement is no more restrictive in any material respect than the Lien so extended, renewed or replaced and does not extend to any additional property or assets;

(t) Customary rights of first refusal, “tag-along” and “drag-along” rights, and put and call arrangements under joint venture agreements;

(u) other Liens securing Indebtedness in an aggregate amount not to exceed $5,000,000 at any time outstanding;

(v) Liens securing reimbursement obligations in respect of documentary letters of credit or bankers’ acceptances, provided that such Liens attach only to the documents, goods covered thereby and proceeds thereof, and are subordinated to the Obligations;

(w) Liens in connection with cash collateral, if any, securing Existing Letters of Credit provided in connection with closing the transactions contemplated hereby; and

(x) Liens on cash collateral not in excess of $2,000,000 to be pledged to Bank of America, N.A. on the Closing Date to secure obligations of the Credit Parties owing to Bank of America, N.A. from time to time, in respect of overdrafts and related liabilities arising from treasury, depositary and cash management services, including in connection with automated clearing house transfers and other similar transactions.

6.3. No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions arising under Indebtedness permitted by Section 6.1(j) or 6.1(m), and (d) restrictions arising under Indebtedness in respect of Existing Letters of Credit so long as such Existing Letters of Credit are secured by a Letter of Credit or cash collateral reasonably acceptable to Agents, provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the Credit Documents, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets (other than any Excluded Asset as defined in the Pledge and Security Agreement), whether now owned or hereafter acquired, to secure the Obligations.

99

6.4. Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:

(a) Borrower may make (i) regularly scheduled payments of interest in respect of any subordinated Indebtedness permitted herebyin accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such subordinated Indebtedness was issued and (ii) so long as no Default shall have occurred and be continuing, a payment on the Subordinated Unsecured Indebtedness in an amount equal to the amount required under Section 2.8(h) of the Subordinated Unsecured Credit Facility or any equivalent provision in any refinancing thereof permitted by this Agreement;

(b) Borrower may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $750,000 in any Fiscal Year, to the extent necessary to permit Holdings or its parent entity to pay general administrative costs and expenses and out-of-pocket legal, accounting and filing and other general corporate overhead costs of Holdings or its parent entity actually incurred by Holdings or its parent entity, (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries and to pay franchise taxes and other fees required to maintain its existence, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, and (iii) Holdings may make Restricted Junior Payments to its parent entity, in each case, in an amount equal to the Net Asset Sale Proceeds not required to be applied to the Loans pursuant to Section 2.14(a) hereof;

(c) Borrower may pay, or make Restricted Junior Payments to Holdings to pay (and Holdings may pay), management and transaction fees and expenses to Sponsoror Affiliatesof Sponsor consistent with Section 6.11;

(d) any Credit Party (other than Holdings) may make Restricted Junior Payments to any other Credit Party (other than Holdings);

(e) any Subsidiary of Borrower that is not a Credit Party may make Restricted Junior Payments to (i) any Credit Party, and (ii) any Subsidiary of Borrower that is not a Credit Party;

100

(f) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, Borrower may repurchase, redeem or otherwise acquire or retire for value any Equity Interests of Borrower or any of its Subsidiaries held by any current or former officer, director, consultant or employee of Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) and may make Restricted Junior Payments to Holdings utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings held by any current or former officer, director, employee or consultant of Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or for the payment of principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,000,000 in any calendar year period (with unused amounts in any immediately preceding calendar year being carried over to the succeeding calendar year subject to a maximum carry-over amount of $1,000,000 in any calendar year); provided, further, that Borrower may repurchase Equity Interests of Leonard Borow for Cash equal to the amount of his contribution to an Affiliate of Borrower as of the date hereof if Leonard Borow fails to make specified payments pursuant to the employment agreement between Leonard Borow and Borrower or if Leonard Borow’s employment is terminated by Borrower pursuant to such employment agreement; provided further, that such amount in any calendar year may be increased by an amount not to exceed:

(i) the cash proceeds from the sale of Equity Interests of Borrower and, to the extent contributed to Borrower as common equity capital, Equity Interests of any of Borrower’s direct or indirect parent entities, in each case to members of management, directors or consultants of Borrower, any of its Subsidiaries or any of its direct or indirect parent entities that occurs after the Closing Date, plus

(ii) the cash proceeds of key person life insurance policies, if any, received by Borrower and its Subsidiaries after the Closing Date.

(g) Borrower and its Subsidiaries may redeem or repurchase Equity Interests in exchange for Equity Interests or with the proceeds of a substantially contemporaneous sale of Equity Interests, or a substantially contemporaneous receipt of a capital contribution;

(h) Borrower and its Subsidiaries may repay, repurchase, redeem or otherwise acquire for value any subordinated Indebtedness (i) with the proceeds of Indebtedness permitted by Section 6.1(n) or with the proceeds of a substantially contemporaneous sale of Equity Interests, or a substantially contemporaneous receipt of a capital contribution and (ii) with respect to the Subordinated Unsecured Indebtedness, in accordance with Section 6.1(k); and

(i) the redemption, repurchase or other acquisition for value of any Equity Interests of any Foreign Subsidiary that is held by any Person that is not an Affiliate of Borrower to the extent required by applicable laws, rules or regulations; provided that the amount of any such redemptions, repurchases or other acquisitions shall not exceed $5,000,000 during the term of this Agreement.

101

6.5. Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) existing under this Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(l) that impose restrictions on the property so acquired, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, asset or stock sale agreement, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) described on Schedule 6.5, (vi) in the Unsecured Credit Documents as in effect on the Closing Date or as modified in accordance with this Agreement and any substantially identical provisions in agreements refinancing the Unsecured Credit Documents as permitted hereunder, (vii) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the Foreign Subsidiary obligated on such Indebtedness, (viii) in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Equity Interest of a Person other than on a pro rata basis, (ix) in any instrument governing Indebtedness or Equity Interests of a Person acquired by Holdings or one of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred or issued in connection with or in contemplation of such acquisition), so long as the encumbrance or restriction thereunder is not applicable to any Person, or the properties or assets of any Person, other than the Person or property or assets of the Person so acquired, (x) arising under applicable laws, rules, regulations or orders, (xi) in the Senior Exchange Note Indenture and Subordinated Exchange Note Indenture upon their respective execution and the Senior Exchange Notes and Subordinated Exchange Notes upon their respective issuance, (xii) in any debt securities issued pursuant to the Fee Letter and the Engagement Letter, and (xiii) any encumbrance or restriction imposed by any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

6.6. Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

(a) Investments in Cash and Cash Equivalents and, in the case of any Subsidiary of Holdings organized or operating in any country that is a member of the Organization for Cooperation and Economic Development, Foreign Cash Equivalents with respect to such country;

102

(b) (i) Investments owned as of the Closing Date in any Subsidiary and (ii) Investments made after the Closing Date in the Borrower and any wholly owned Guarantor Subsidiary;

(c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries;

(d) intercompany loans and other Indebtedness to the extent permitted under Section 6.1;

(e) Consolidated Capital Expenditures with respect to Borrower and the Guarantors permitted by Section 6.7(b);

(f) Permitted Acquisitions permitted pursuant to Section 6.8;

(g) Investments described in Schedule 6.6 and renewals or extensions of any such Investment to the extent not involving any additional Investments other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such Investments as in effect on the date of this Agreement;

(h) extensions of credit to customers or advances, deposits and payment to or with suppliers, lessors or utilities or for workers’ compensation, in each case, in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP;

(i) Investments constituting non-Cash consideration received by Borrower or any of its Subsidiaries in connection with permitted Asset Sales and other sales and dispositions permitted under Section 6.8;

(j) Investments under Hedge Agreements to the extent permitted under Section 6.1;

(k) loans, guarantees of loans, advance, and other extensions of credit to current and former officers, directors, employees, and consultants of Holdings, a Subsidiary of Holdings, or a direct or indirect parent of Holdings for the purpose of permitting such Persons to purchase Equity Interests of Borrower, Holdings or any direct or indirect parent of Holdings, not to exceed $3,000,000 in aggregate outstanding at any time;

(l) Investments resulting from a Permitted Acquisition, which Investments at the time of such acquisition were held by the acquired Person and were not acquired in contemplation of the acquisition of such Person;

103

(m) Investments in Joint Ventures engaged in a business conducted by Borrower and its Subsidiaries and having an aggregate value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (n) since the Closing Date, in an aggregate amount not to exceed at any time $10,000,000; provided, that with respect to any such Joint Venture that is not domiciled in the United States, such Joint Venture shall be organized or operating in any country that is a member of the Organization for Cooperation and Economic Development;

(n) other Investments by Credit Parties in Subsidiaries (other than wholly owned Guarantors) in an aggregate amount not to exceed at any time $10,000,000;

(o) Investments made by non-Guarantor Subsidiaries (other than the Borrower) in other non-Guarantor Subsidiaries (other than the Borrower);

(p) Investments in deposit accounts opened in the ordinary course of business to the extent that such deposit accounts are in compliance with the provisions of the Credit Documents;

(q) Investments consisting of proceeds of equity issuances;

(r) Investments in variable rate bonds having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s, which are tied to short term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days; and

(s) other Investments to the extent not included above in an amount not to exceed $5,000,000 (measured at the time of such Investment, or, if lower, the market value of such Investment).

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in any Restricted Junior Payment not otherwise permitted under the terms of Section 6.4.

6.7. Financial Covenants.

(a) Total Leverage Ratio. Borrower shall not permit the Total Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending December 31, 2007, to exceed the correlative ratio indicated:

Fiscal Quarter	Total Leverage Ratio
December 31, 2007	9.00:1.00
March 31, 2008	9.00:1.00
June 30, 2008	8.70:1.00
September 30, 2008	8.40:1.00
December 31, 2008	8.20:1.00

104

Fiscal Quarter	Total Leverage Ratio
March 31, 2009	8.00:1.00
June 30, 2009	7.60:1.00
September 30, 2009	7.40:1.00
December 31, 2009	7.30:1.00
March 31, 2010	7.10:1.00
June 30, 2010	6.80:1.00
September 30, 2010	5.90:1.00
December 31, 2010	5.90:1.00
March 31, 2011	5.90:1.00
June 30, 2011	5.90:1.00
September 30, 2011 and each Fiscal Quarter thereafter	5.20:1.00

(b) Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) each such amount set forth below shall be increased in an amount equal to 5% of the aggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions, (y) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year (but in no event shall the carryover be more than 50% of the Consolidated Capital Expenditures permitted for the immediately preceding Fiscal Year) and (z) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover:

Fiscal Year	Consolidated Capital Expenditures
2008	$	25,000,000
2009	$	25,000,000
2010	$	25,000,000
2011 and each Fiscal Year thereafter	$	30,000,000

105

6.8. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, or all or substantially all of the property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

(a) any Subsidiary of Borrower may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person and any Subsidiary of Holdings which is not a Guarantor Subsidiary may be merged with or into any wholly-owned Subsidiary which is not a Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions to any wholly-owned Subsidiary which is not a Guarantor Subsidiary;

(b) sales, leases, licenses or other dispositions of assets that do not constitute Asset Sales;

(c) (x) Asset Sales (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) the proceeds of which (i) are (other than as set forth in clause (y)), less than $10,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $20,000,000, and (y) the Potential Radar Sale and the Potential ATS Sale; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) in each case of clause (x) and (y), no less than 80% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a) and (z) sale and lease-back transactions permitted pursuant to Section 6.10;

(d) disposals of obsolete, worn out, condemned or surplus property;

(e) Permitted Acquisitions (including with respect to acquisition targets not domiciled within the United States solely to the extent such entity is organized or operating in any country that is a member of the Organization for Cooperation and Economic Development), the Acquisition Consideration for which constitutes (i) less than $20,000,000 in the aggregate in any Fiscal Year, and (ii) less than $100,000,000 in the aggregate from the Closing Date to the date of determination; plus the value of any equity or proceeds of equity issued in connection therewith;

106

(f) Investments made in accordance with Section 6.6;

(g) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful;

(h) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; and

(i) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries in the ordinary course of business.

6.9. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.8 and except for Permitted Liens, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

6.10. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed) having a fair market value in excess of $25,000,000 in the aggregate for all such property subject to any lease described in this Section, whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease.

6.11. Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted pursuant to Section 6.4 and transactions described in Schedule 6.11; (e)(i) so long as no Default under Sections 8.1(a), (f) or (g) or any Event of Default has occurred and is continuing, payment of management fees and transaction fees to Sponsor and its Affiliates as set forth in the Advisory Agreement; provided that upon the occurrence and during the continuance of such a Default or an Event of Default, such advisory fees, management fees and transaction fees may accrue until payment is permitted upon cure or waiver of such Default or Event of Default and (ii) reimbursement of reasonable expenses (including indemnification obligations) actually incurred by Sponsor and its Affiliates, as set forth in the Advisory Agreement; (f) any transactions contemplated by and effected in connection with the transactions contemplated hereby, including the payment of reasonable fees and expenses related thereto; or (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed to the Lenders, as in effect on the Closing Date.

107

6.12. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by such Credit Party on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Administrative Agent.

6.13. Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interest of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower).

6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements. No Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents or of its material rights under any Related Agreement after the Closing Date, if the effect of such amendment, restatement, supplement, modification or waiver (i) of any of its Organizational Documents would be adverse to any Credit Party or the Lenders, or (ii) with respect to any Related Agreement, would decrease the average life to maturity thereof, in each case, without obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver.

6.15. Amendments with Respect to the Advisory Agreement. No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of the Advisory Agreement or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of any obligor thereunder or which would be materially adverse to the Lenders without the prior written consent of the Administrative Agent.

108

6.16. Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from June 30.

SECTION 7. GUARANTY

7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

109

7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default;

(c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantors (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantors’ liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantors’ covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantors’ liability hereunder in respect of the Guaranteed Obligations;

110

(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantors’ liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations in accordance with their terms; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) in accordance with their terms release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantors against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements; and

(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantors shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantors as obligors in respect of the Guaranteed Obligations.

111

7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantors (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantors or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantors including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantors from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

112

7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, back stopped or cash collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantors or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, back stopped or cash collateralized, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantors (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantors, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantors. If any amount shall be paid to any Guarantors on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantors now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, back stopped or cash collateralized. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

113

7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantors or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10. Financial Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantors regardless of the financial or other condition of Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantors its assessment, or any Guarantors’ assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, etc.i)So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantors. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantors or by any defense which Borrower or any other Guarantors may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

114

7.12. Discharge of Guaranty Upon Sale of Guarantors. If all of the Equity Interests of any Guarantors or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale.

SECTION 8. EVENTS OF DEFAULT

8.1. Events of Default. If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five Business Days after the date due; or

(b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount of $10,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the aggregate principal amount referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d) and 5.1(f), Section 5.2(i) or Section 6; or

(d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given to any Agent or Lender by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

115

(e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or

(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings shall make any assignment for the benefit of creditors; or (ii) Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

116

(h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving an amount in the aggregate in excess of $10,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five Business Days prior to the date of any proposed sale thereunder); or

(i) [Intentionally Omitted];

(j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $5,000,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA in excess of $10,000,000; or

(k) Change of Control. A Change of Control shall occur; or

(l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations (other than contingent indemnification obligations), shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantors shall repudiate their obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations (other than contingent indemnification obligations) in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral with a value in the aggregate in excess of $500,000 purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents.

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent cash in an amount equal to 102% of the face amount to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

117

8.2.Borrower’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.1, in the event of any Event of Default under any covenant set forth in Section 6.7 and until the expiration of the tenth day after the date on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder, Holdings may issue Equity Interests (other than Disqualified Equity Interests) to Sponsor and apply the amount of the proceeds thereof to increase Consolidated Adjusted EBITDA with respect to such Fiscal Quarter (the “Cure Right”); provided that such proceeds (i) are actually received by the Borrower no later than ten days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 6.7 for the then applicable four Fiscal Quarter period. The parties hereby acknowledge that this Section 8.2(a) may not be relied on or used for any purposes other than to demonstrating compliance with Section 6.7 for purposes of determining whether an Event of Default exists and shall not result in any adjustment to any amounts (including, but not limited to, with respect to baskets and step-downs adjustments) other than the amount of the Consolidated Adjusted EBITDA referred to in the immediately preceding sentence.

(b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters with respect to which the Cure Right is not exercised and (ii) there shall be no more than three exercises of such Cure Right made from the Closing Date until the Tranche B Term Loan Maturity Date.

SECTION 9. AGENTS

9.1. Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall have no obligations but shall be entitled to all benefits of this Section 9.

118

9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

9.3. General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, any Lender to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

119

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any of the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

120

9.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement,an Assignment Agreement or a Joinder Agreement and funding its Term Loan and/or Revolving Loans on the Closing Date or by the funding of any New Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Loans.

9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and providedfurther, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

121

9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender.

(a) Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, Administrative Agent, by notice to the Borrower and the Requisite Lenders, may retain its role as Collateral Agent under any Collateral Document. Except as provided in the immediately preceding sentence, any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If GSCP or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP or its successor may resign as Collateral Agent upon notice to the Borrower and the Requisite Lenders at any time.

(b) In addition to the foregoing, Collateral Agent may resign at any time by giving thirty 30 days’ prior written notice thereof to Lenders and the Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent hereunder.

122

(c) Any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a) Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for cancellation, and (c) Borrower shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

9.8. Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantors from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

123

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

(c) Rights under Hedge Agreements. No Hedge Agreement will create (or be deemed to create)in favor of any Lender Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantors under the Credit Documents except as expressly provided in Section 10.5(c)(v) of this Agreement and Section 9.2 of the Pledge and Security Agreement.

SECTION 10. MISCELLANEOUS

10.1. Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent, Administrative Agent, Swing Line Lender or Issuing Bank, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; providedfurther, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

124

(b) Electronic Communications.

(i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii) Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the bad faith, willful misconduct or gross negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction, of Administrative Agent.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

(iv) Each of the Credit Parties, the Lenders, the Issuing Banks and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

125

10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest, to Agents in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all the actual costs and reasonable expenses of creating, perfecting and recording Liens in favor of Collateral Agent, for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses of Collateral Agent (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

10.3. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, of that Indemnitee or its directors, officers, affiliates or employees. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

126

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

10.4. Set-Off. Subject to Section 2.16(i), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured. Administrative Agent and each Lender agree to promptly to notify Borrower after any such set-off and application made by such Person; provided that the failure to give such notice shall not affect the validity of such set off and application.

10.5. Amendments and Waivers.

(a) Requisite Lenders’ Consent. Except as provided in Sections 2.24 or 5.10, subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.

127

(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

(v) extend the time for payment of any such interest or fees;

(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

(vii) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(viii) amend the definition of “Requisite Lenders” or“Pro Rata Share”; provided, with the consent of Requisite Lenders, or pursuant to 2.24, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or“Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loan, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

128

(ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;

(iii) amend Section 2.16(h) or Section 2.16(i) or alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the aggregate (a) Tranche B-1 Term Loan Exposure and New B-1 Loan Exposure of all Lenders, (b) Tranche B-2 Term Loan Exposure and New B-2 Loan Exposure of all Lenders, (c) Revolving Exposure of all Lenders, as applicable, in each case voting as a single Class if such Class is being allocated a lesser repayment or prepayment as a result thereof; provided, Lenders holding more than 50% of the aggregate Tranche B-1 Term Loan Exposure may waive, in whole or in part, any prepayment of the B-1 Term Loans and Lenders holding more than 50% of the aggregate Tranche B-2 Term Loan Exposure may waive, in whole or in part, any prepayment of the B-2 Term Loans, so long as, in each case, the application, as between such Classes, of any portion of such prepayment which is still required to be made is not altered.

(iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;

(v) amend, modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; or

(vi) amend, modify, terminate or waive any provision of Section 2.16(h), Section 2.16(i) or Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

129

10.6. Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Administrative Agent, if received by 12:00 noon New York City time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement or Settlement Confirmation shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower, Administrative Agent and, with respect to Revolving Commitments or Revolving Loans, Issuing Bank; and

(ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” which (except in the case of assignments made by or to GSCP (other than assignments of Revolving Commitments or Revolving Loans, which shall require the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed)) has been consented to by each of Borrower, Administrative Agent and, with respect to Revolving Commitments or Revolving Loans, Issuing Bank (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default under 8.1(a), 8.1(b)(i), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 (or such lesser amount as may be agreed to by Borrower, Administrative Agent and Issuing Bank, or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loans or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans.

130

(d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to GSCP or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender).

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

131

(g) Participations.

(i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.

(ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

(iii) Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Borrower’s prior written consent and (y) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to the Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

132

(h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank;provided, that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and providedfurther, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

133

10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

134

10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

135

10.17. Confidentiality. Each Agent, and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all non-public information regarding Borrower and its Subsidiaries and their businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any Pledgee referred to in Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document and (v) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents.

10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

136

10.20. Effectiveness; Integration. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. With the exception of the Fee Letter and the indemnification (to the extent not separately covered by Section 10.3), confidentiality, jurisdiction, governing law, waiver of jury trial and the syndication provisions contained in the Commitment Letter and in the Fee Letter that shall remain in full force and effect with respect to matters covered by the Commitment Letter and the Fee Letter, the Borrower’s and the Lenders’ and their respective Affiliates’ obligations under the Commitment Letter shall terminate and be superseded (and Borrower, the Lenders and their respective Affiliates shall be released from all liability in connection with such terminated and superseded obligations under such Commitment Letter) by the Credit Documents (together with any other documents, instruments or agreements executed and delivered in connection therewith). In the event that any provision of any Exhibit to this Agreement is deemed to conflict with this Agreement, the provisions of this Agreement shall control.

10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the names and addresses of the Credit Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Act.

10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.23. No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower. The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and the Borrower, its stockholders or its affiliates. You acknowledge and agree that (i) the transactions contemplated by the Credit Documents are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising the Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Credit Documents and (iv) the Borrower has consulted its own legal and financial advisors to the extent deemed appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

[Remainder of page intentionally left blank]

137

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

AX ACQUISITION CORP.,

AX HOLDING CORP.

By:  

Name:

Title:

AEROFLEX INCORPORATED
By:	/s/ John Adamovich
	Name: John Adamovich
	Title: Senior Vice President,   Chief Financial Officer

AEROFLEX / INMET, INC.
By:	/s/ Charles Badlato
	Name: Charles Badlato
	Title: Treasurer, Assistant Secretary

AEROFLEX / KDI, INC.,

AEROFLEX / METELICS, INC.,

AEROFLEX / WEINSCHEL, INC.,

AEROFLEX BLOOMINGDALE, INC.

AEROFLEX COLORADO SPRINGS, INC.,

AEROFLEX INCORPORATED,

AEROFLEX MICROELECTRONIC SOLUTIONS, INC.,

AEROFLEX PLAINVIEW, INC.,

AEROFLEX POWELL, INC.,

AEROFLEX SYSTEMS CORP.,

AEROFLEX WICHITA, INC.,

AIF CORP.,

IFR FINANCE, INC.,

IFR SYSTEMS, INC.,

MCE ASIA, INC.,

MICRO-METRICS, INC.

By:	/s/ John Adamovich
	Name: John Adamovich
	Title:

[Signature Page to Credit Agreement]

GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, Syndication Agent, Swing Line Lender and a Lender
By:	/s/ Bruce H. Mendelsohn
	Authorized Signatory

[Signature Page to Credit Agreement]

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Issuing Bank and a Lender
By:	/s/ Carl Andresen
	Name: Carl Andresen
	Title: Vice President

By:	/s/ Jason Anderson
	Name: Jason Anderson
	Title: Director

1

EX-10.18

EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

dated as of August 15, 2007

between

EACH OF THE GRANTORS PARTY HERETO

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

TABLE OF CONTENTS

				PAGE
SECTION 1.		DEFINITIONS; GRANT OF SECURITY.		1
	1.1		General Definitions	1
	1.2		Definitions; Interpretation	6
SECTION 2.		GRANT OF SECURITY.		7
	2.1		Grant of Security	7
	2.2		Certain Limited Exclusions	8
SECTION 3.		SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.		8
	3.1		Security for Obligations	8
	3.2		Continuing Liability Under Collateral	9
SECTION 4.		CERTAIN PERFECTION REQUIREMENTS		9
	4.1		Delivery Requirements	9
	4.2		Control Requirements	10
	4.3		Intellectual Property Recording Requirements	11
	4.4		Other Actions	11
	4.5		Timing and Notice	12
SECTION 5.		REPRESENTATIONS AND WARRANTIES.		12
	5.1		Grantor Information & Status	12
	5.2		Collateral Identification, Special Collateral	13
	5.3		Ownership of Collateral and Absence of Other Liens	13
	5.4		Status of Security Interest.	14
	5.5		Goods & Receivables	14
	5.6		Pledged Equity Interests, Investment Related Property	15
	5.7		Intellectual Property	16
SECTION 6.		COVENANTS AND AGREEMENTS.		17
	6.1		Grantor Information & Status	17
	6.2		Collateral Identification; Special Collateral	17
	6.3		Ownership of Collateral and Absence of Other Liens	18
	6.4		Status of Security Interest	18
	6.5		Goods & Receivables	18
	6.6		Pledged Equity Interests, Investment Related Property	20
	6.7		Intellectual Property	22
	6.8		Miscellaneous	23
SECTION 7.		ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.		23
	7.1		Access; Right of Inspection	23
	7.2		Further Assurances	23
	7.3		Additional Grantors	25
SECTION 8.		COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.		25
	8.1		Power of Attorney	25
	8.2		No Duty on the Part of Collateral Agent or Secured Parties	26

i

SECTION 9.		REMEDIES.		26
	9.1		Generally	26
	9.2		Application of Proceeds	28
	9.3		Sales on Credit	28
	9.4		Investment Related Property	28
	9.5		Grant of Intellectual Property License	29
	9.6		Intellectual Property	29
	9.7		Cash Proceeds; Deposit Accounts	30
SECTION 10.		COLLATERAL AGENT.		31
SECTION 11.		CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.		32
SECTION 12.		STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.		32
SECTION 13.		MISCELLANEOUS.		33
SCHEDULE 5.1 — GENERAL INFORMATION
SCHEDULE 5.2 — COLLATERAL IDENTIFICATION
SCHEDULE 5.4 — FINANCING STATEMENTS
SCHEDULE 5.5 — LOCATION OF EQUIPMENT AND INVENTORY
EXHIBIT A — PLEDGE SUPPLEMENT
EXHIBIT B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C — SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D — DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E — TRADEMARK SECURITY AGREEMENT
EXHIBIT F — COPYRIGHT SECURITY AGREEMENT
EXHIBIT G — PATENT SECURITY AGREEMENT

ii

This PLEDGE AND SECURITY AGREEMENT, dated as of August 15, 2007 (this “Agreement”), between AX HOLDING CORP., a Delaware corporation (“Holdings”), AX ACQUISITION CORP., a Delaware corporation (and its successor by merger, Aeroflex Incorporated, as “Borrower”) and each of the subsidiaries of Holdings or the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (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”).

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, Holdings, certain Subsidiaries of Borrower, as Guarantors, the lenders party thereto from time to time (the “Lenders”), and Goldman Sachs Credit Partners L.P., as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent;

WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements with one or more Lender Counterparties;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents and the Hedge Agreements as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral Agent agree as follows:

SECTION 1.DEFINITIONS; GRANT OF SECURITY.

1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

“Additional Grantors” shall have the meaning assigned in Section 7.3.

“Agreement” shall have the meaning set forth in the preamble.

“Assigned Agreements” shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Credit Agreement.

“Borrower” shall have the meaning set forth in the preamble.

“Cash Proceeds” shall have the meaning assigned in Section 9.7.

“Collateral” shall have the meaning assigned in Section 2.1.

“Collateral Account” shall mean any account established by the Collateral Agent.

“Collateral Agent” shall have the meaning set forth in the preamble.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) with respect to any Securities Accounts, Security Entitlements, Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC, (3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, (4) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (5) with respect to any Electronic Chattel Paper, control within the meaning of Section 9-105 of the UCC, (6) with respect to Letter of Credit Rights, control within the meaning of Section 9-107 of the UCC and (7) with respect to any “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in the jurisdiction relevant to such transferable record.

“Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Internal Revenue Code.

“Copyright Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to Copyrights or otherwise providing for a covenant not to sue (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5.2(II) under the heading “Copyright Licenses” (as such schedule may be amended or supplemented from time to time).

“Copyrights” shall mean all United States and foreign copyrights (including Community designs), including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world and (iv) all rights to sue for past, present and future infringements thereof.

“Credit Agreement” shall have the meaning set forth in the recitals.

2

“Credit Documents” shall mean the Credit Documents (as such term is defined in the Credit Agreement) and the Hedge Agreements.

“Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

“Grantors” shall have the meaning set forth in the preamble.

“Indemnitee” shall mean the Collateral Agent, and its and its Affiliates’ officers, partners, directors, trustees, employees, agents.

“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

“Intellectual Property Licenses” shall mean, collectively, the Copyright Licenses, Patent Licenses, Trademark Licenses and Trade Secret Licenses.

“Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.

“Investment Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

“Lender” shall have the meaning set forth in the recitals.

“Majority Holder” shall have the meaning set forth in Section 10.

“Material Intellectual Property” shall mean any Intellectual Property included in the Collateral which is material to the business of any Grantor.

“Non-Assignable Contract” shall mean any agreement, contract or license to which any Grantor is a party that purports to restrict or prevent the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).

“Patent Licenses” shall mean all agreements, licenses and covenants providing for the granting of any right in or to Patents or otherwise providing for a covenant not to sue (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5.2(II) under the heading “Patent Licenses” (as such schedule may be amended or supplemented from time to time).

3

“Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application required to be listed in Schedule 5.2(II) hereto under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof and (vi) all licenses, claims, damages, and proceeds of suit arising therefrom.

“Pledged Debt” shall mean all indebtedness for borrowed money owed to such Grantor, whether or not evidenced by any Instrument, including, without limitation, all indebtedness described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments, if any, evidencing any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity including, without limitation, any trust.

“Pledged LLC Interests” shall mean all interests in any limited liability company (other than any Inactive Subsidiary) and each series thereof including, without limitation, all limited liability company interests listed on Schedule 5.2(I) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

“Pledged Partnership Interests” shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership (other than any Inactive Subsidiary) including, without limitation, all partnership interests listed on Schedule 5.2(I) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

“Pledged Stock” shall mean all shares of capital stock owned by such Grantor (other than shares of capital stock in any Inactive Subsidiary), including, without limitation, all shares of capital stock described on Schedule 5.2(I) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

4

“Pledge Supplement” shall mean an agreement substantially in the form of Exhibit A hereto.

“Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

“Secured Obligations” shall have the meaning assigned in Section 3.1.

“Secured Parties” shall mean the Agents, Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full (other than contingent indemnification obligations).

“Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Trademark Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to Trademarks or otherwise providing for a covenant not to sue or permitting co-existence (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5.2(II) under the heading “Trademark Licenses” (as such schedule may be amended or supplemented from time to time).

5

“Trademarks” shall mean all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 5.2(II) under the heading “Trademarks”(as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing and (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill.

“Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5.2(II) under the heading “Trade Secret Licenses” (as such schedule may be amended or supplemented from time to time).

“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to, the right to sue for past, present and future misappropriation or other violation of any Trade Secret.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“United States” shall mean the United States of America.

1.2 Definitions; Interpretation.

(a)In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment, Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Account, Document, Entitlement Order, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right, Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

6

(b)All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive any termination of the Credit Agreement until this agreement is terminated as provided in Section 11 hereof. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2.GRANT OF SECURITY.

2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor, subject to the limitations in Section 2.2, including, but not limited to the following, in each case whether now owned or existing or hereafter acquired, created, invented or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”):

(a)Accounts;

(b)Chattel Paper;

(c)Documents;

(d)General Intangibles;

(e)Goods (including, without limitation, Inventory and Equipment);

(f)Instruments;

(g)Insurance;

(h)Intellectual Property;

(i) Investment Related Property (including, without limitation, Deposit Accounts);

(j)Letter of Credit Rights;

(k)Money;

(l)Receivables and Receivable Records;

(m)Commercial Tort Claims now or hereafter described on Schedule 5.2;

7

(n)to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(o)to the extent not otherwise included above, all Proceeds, products, accessions, damages, royalties, rents and profits of or in respect of any of the foregoing.

2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation, (c) any United States intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral, (d) personal property and equity interests of joint ventures, (e) motor vehicles and (f) other assets as may be agreed to by the Administrative Agent from time to time.

SECTION 3.SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

8

3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) eachGrantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4.CERTAIN PERFECTION REQUIREMENTS

4.1 Delivery Requirements.

(a)With respect to any Certificated Securities included in the Collateral (other than Certificated Securities the issuer of which is an Inactive Subsidiary), each Grantor shall deliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities.

(b)With respect to any Instruments or Tangible Chattel Paper included in the Collateral, each Grantor shall deliver to the Collateral Agent all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided, however, that such delivery requirement shall not apply to any Instruments or Tangible Chattel Paper having a face amount of less than $100,000 individually or $250,000 in the aggregate.

9

4.2 Control Requirements.

(a)With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts that are used specifically and exclusively to fund payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees or (ii) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $2,000,000 in the aggregate. Except for Securities Accounts for which the Collateral Agent is the depository, with respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. Except for Deposit Accounts for which the Collateral Agent is the depository, with respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. Except for Commodity Accounts for which the Collateral Agent is the depository, with respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts, such Grantor shall have twenty (20) days to either (i) transfer funds in an amount sufficient to bring such Grantor into compliance with this Section 4.2(a) from Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts not covered by control agreements or maintained with the Collateral Agent to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts covered by control agreements or maintained with the Collateral Agent or (ii) enter into one or more control agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts are maintained in accordance with the provisions of this Section 4.2(a) such that Grantors will then be in compliance with this covenant. Failure to comply within such twenty (20) day period shall constitute an Event of Default. Notwithstanding anything to the contrary in this subsection (a), Collateral Agent shall only issue Entitlement Orders or instructions with respect to disposition of funds in Deposit Accounts or exercise Control over any Commodity Account, in each case without the consent of the applicable Grantor, upon the occurrence and during the continuance of an Event of Default.

(b)With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of an Event of Default.

(c)With respect to any Letter of Credit Rights included in the Collateral having an individual value over $250,000 (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent.

(d)With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $250,000 in the aggregate.

10

4.3 Intellectual Property Recording Requirements.

(a)In the case of any Collateral consisting of U.S. Patents owned by any Grantor, Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit G hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

(b)In the case of any Collateral consisting of Trademarks owned by any Grantor and registered in the U.S. (or for which an application for registration in the U.S. is pending), Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

(c)In the case of any Collateral consisting of registered U.S. Copyrights owned by any Grantor, Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit F hereto (or a supplement thereto) covering all such Copyrights in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

(d)At the written request of the Collateral Agent, the applicable Grantor shall execute and deliver to the Collateral Agent one or more Security Agreements substantially consistent with the applicable forms referred to in this Section 4.3 (or a supplement thereto) covering an Intellectual Property License for which such Grantor is the Licensee of any Material Intellectual Property with respect to the security interest of the Collateral Agent, provided that no such Security Agreement referred to in this Section 4.3(d) shall be filed unless any consent required from the applicable licensor has been obtained by such Grantor. Each Grantor shall use its commercially reasonable efforts to obtain such consent at the request of the Collateral Agent.

4.4 Other Actions.

(a)If any issuer of any Pledged Equity Interest is organized under a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent; provided, however, that the Collateral Agent may waive such requirement in its reasonable discretion if the completion thereof would be unduly burdensome or costly in relation to the value of such Pledged Equity Interest.

11

(b)With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral with respect to which the Issuers are Subsidiaries of Holdings, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Collateral Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent of its designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto (it being understood that if the organizational or constituent documents in respect of Pledged Partnership Interests and Pledged LLC Interests prohibit the pledge of a Grantor’s equity interests and the other partners or members, as the case may be, are unwilling to amend the organizational or constituent documents in respect of Pledged Partnership Interests and Pledged LLC Interests, the Grantors shall have no further obligation to obtain or seek consent from the other partners or members). Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property constituting Collateral to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

4.5 Timing and Notice. With respect to any Collateral in existence on the Closing Date, each Grantor shall comply with the requirements of Section 4 on the date hereof and with respect to any Collateral hereafter owned or acquired Grantor shall comply with such requirements within 15 days of Grantor acquiring rights therein. Each Grantor shall promptly inform the Collateral Agent of its acquisition of any Collateral for which any action is required by Section 4 hereof. Notwithstanding the foregoing, each Grantor shall have 30 days from the Closing Date to provide the Collateral Agent with Control over any Investment Accounts which requirement may be extended or waived by the Collateral Agent.

SECTION 5.REPRESENTATIONS AND WARRANTIES.

Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

5.1 Grantor Information & Status.

(a)Schedule 5.1(A) & (B) (as such schedule may be amended or supplemented from time to time) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business, (3) the type of organization of such Grantor, (4) the jurisdiction of organization of such Grantor, (5) its organizational identification number, if any, and (6) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located.

(b)except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;

(c)other than in connection with Permitted Liens, it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such schedule may be amended or supplemented from time to time);

(d)such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and

12

(e)no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).

5.2 Collateral Identification, Special Collateral.

(a)Schedule 5.2 (as such schedule may be amended or supplemented from time to time) sets forth under the appropriate headings all of such Grantor’s: (1) Pledged Equity Interests, (2) Pledged Debt, (3) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $250,000 individually or $1,000,000 in the aggregate, (4) Deposit Accounts other than any Deposit Accounts holding less than $250,000 individually or $1,000,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts, (6) all United States and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor, (7) all material Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses, (8) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $250,000 individually and $1,000,000 in the aggregate, (9) Letter of Credit Rights for letters of credit other than any Letters of Credit Rights worth less than $250,000 individually or $1,000,000 in the aggregate and (10) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal property having a value less than $500,000 individually or $1,000,000 in the aggregate. Each Grantor shall supplement such schedules as necessary to ensure that such schedules are accurate on each Credit Date;

(b)none of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables; (5) timber to be cut, or (6) aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material portion of the collateral consists of motor vehicles or other goods subject to a certificate of title statute of any jurisdiction;

(c)all information supplied in writing by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects;

(d)not more than 10% of the value of all personal property included in the Collateral is located in any country other than the United States (solely for purposes of this clause (d), it being understood that Pledged Equity Interests and Pledged Debt issued by Subsidiaries formed under the laws of a jurisdiction outside the United States shall not be deemed to be Collateral located outside the United States); and

(e)no Excluded Asset is material to the business of such Grantor.

5.3 Ownership of Collateral and Absence of Other Liens.

(a)it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired (including by way of lease or license), will continue to own or have such rights in each item of the Collateral (except as otherwise permitted by the Credit Agreement), in each case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person other than, in the case of priority only, any Permitted Liens; and

13

(b)other than any financing statements filed in favor of the Collateral Agent, no effective financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which duly authorized proper termination statements have been delivered to the Collateral Agent for filing and (y) financing statements filed in connection with Permitted Liens. Other than the Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in Control of any Collateral.

5.4 Status of Security Interest.

(a)upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, first priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Collateral Agent Control over any Collateral is effective to establish the Collateral Agent’s Control of the Collateral subject thereto;

(b)to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens);

(c)no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (or any other Person other than those which have been obtained) is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and

(d)each Grantor is in compliance with its obligations under Section 4 hereof.

5.5 Goods & Receivables.

(a)each Receivable (i) is the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (iii) is not subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise) and (iv) is in compliance with all applicable laws, whether federal, state, local or foreign;

14

(b)no Receivable is in excess of (i) $5,000,000 individually or $25,000,000 in the aggregate for an Account Debtor that is the government of the United States, any agency or instrumentality thereof, or any state or municipality thereof, (ii) $3,000,000 individually or $15,000,000 in the aggregate for an Account Debtor that is an investment grade foreign sovereign, and (iii) $1,000,000 individually or $5,000,000 in the aggregate for an Account Debtor that is a non-investment grade foreign sovereign. No Receivable in excess of (i) $2,000,000 individually or $10,000,000 in the aggregate for an Account Debtor that is the government of the United States, any agency or instrumentality thereof, or any state or municipality thereof, (ii) $1,000,000 individually or $5,000,000 in the aggregate for an Account Debtor that is an investment grade foreign sovereign, or (iii) $250,000 individually or $500,000 in the aggregate for an Account Debtor that is a non-investment grade foreign sovereign requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent which has been obtained;

(c)any Goods now or hereafter produced in the United States of America by any Grantor included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder in all material respects; and

(d)other than any Inventory or Equipment in transit and Inventory and Equipment with an aggregate fair market value less than $3,000,000, all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.5 (as such schedule may be amended or supplemented from time to time).

5.6 Pledged Equity Interests, Investment Related Property.

(a)after giving effect to the Acquisition, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons other than Permitted Liens and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(b)no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained and as otherwise provided in Section 5.4(c) hereof; and

(c)all of the Pledged LLC Interests and Pledged Partnership Interests issued by entities formed under the laws of the United States or any political subdivision thereof are or represent interests that by their terms provide that they are securities governed by the uniform commercial code of an applicable jurisdiction.

15

5.7 Intellectual Property.

(a)it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property owned by any Grantor that is listed on Schedule 5.2 (as such schedule may be amended or supplemented from time to time), and owns or has the valid right to use all Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims, encumbrances and material licenses, except for, in the case of priority only, Permitted Liens and the material licenses set forth on Schedule 5.2 (as each may be amended or supplemented from time to time);

(b)all Material Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, nor, in the case of Patents, is any of the Intellectual Property the subject of a reexamination proceeding, and for all Copyrights, Patents, and Trademarks that each Grantor owns and, in its reasonable business judgment, has decided to maintain in subsistence, each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect;

(c)except as would not have a material adverse effect, no claim or demand has been made challenging the validity or scope of, such Grantor’s right to register, or such Grantor’s rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to such Grantor’s knowledge, threatened in writing;

(d)none of the Trademarks, Patents, Copyrights or Trade Secrets has been licensed by any Grantor to any Affiliate or third party, except as disclosed in Schedule 5.2 (II) (as each may be amended or supplemented from time to time) or otherwise in the ordinary course of business;

(e)each Grantor has not made a previous assignment, sale, transfer, license or agreement constituting a present or future assignment, sale, transfer, license or agreement of any Intellectual Property that has not been terminated or released, except for licenses granted in the ordinary course of business that do not have the effect of an assignment;

(f)except as would not, or would not reasonably be expected to, have a material adverse effect, each Grantor has been using appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights;

(g)each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademark Collateral and has taken actions reasonably necessary to insure that all licensees of the Trademark Collateral owned by such Grantor use such adequate standards of quality;

(h)except as would not, or would not reasonably be expected to, have a material adverse effect, to such Grantor's knowledge, the conduct of such Grantor’s business does not infringe upon or misappropriate or otherwise violate any trademark, patent, copyright, trade secret or other intellectual property right of any other Person; no claim has been made that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) infringes upon, misappropriates or otherwise violates the asserted rights of any other Person, and no demand that Grantor enter into a license or co-existence agreement has been made but not resolved;

16

(i)except as would not, or would not reasonably be expected to, have a material adverse effect, to such Grantor’s knowledge, no other Person is infringing upon, misappropriating or otherwise violating any rights in any Intellectual Property owned, licensed or used by such Grantor; and

(j)no settlement or consents, covenants not to sue, co-existence agreements, non-assertion assurances, or releases have been entered into by Grantor or binds Grantor in a manner that materially adversely affect Grantor’s rights to own, license or use any Material Intellectual Property.

SECTION 6.COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

6.1 Grantor Information & Status.

(a)Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Credit Agreement, it shall not change such Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing at least ten (10) Business Days, or such shorter period as agreed to by Collateral Agent in its sole discretion, prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Annex A attached hereto, upon completion of such merger or other change in corporate structure confirming the grant of the security interest hereunder.

6.2 Collateral Identification; Special Collateral.

(a)in the event that it hereafter acquires any Collateral of a type described in Section 5.2(b) hereof, it shall promptly notify the Collateral Agent thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s expense as the Collateral Agent may reasonably request in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in such Collateral, subject in the case of priority only, to any Permitted Liens. Notwithstanding the foregoing, no Grantor shall be required to notify the Collateral Agent or take any such action unless such Collateral is of a material value or is material to such Grantor’s business.

(b)in the event that it hereafter acquires or has any Commercial Tort Claim in excess of $500,000 individually or $2,000,000 in the aggregate it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

17

6.3 Ownership of Collateral and Absence of Other Liens.

(a)except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

(b)upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in writing of any event that could reasonably be expected to have a Material Adverse Effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any material portion thereof, or the rights and remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any portion thereof; and

(c)it shall not sell, transfer or assign (by operation of law or otherwise) or exclusively license to another Person any Collateral except as otherwise permitted by the Credit Agreement.

6.4 Status of Security Interest.

(a)Subject to the limitations set forth in subsection (b) of this Section 6.4 and except as otherwise permitted by the Credit Agreement, each Grantor shall maintain the security interest of the Collateral Agent hereunder in all Collateral as valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens).

(b)Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect any Collateral that can only be perfected by (i) Control, (ii) federal or foreign filings with respect to Intellectual Property or foreign pledged stock or (iii) filings with registrars of motor vehicles or similar governmental authorities with respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof.

6.5 Goods & Receivables.

(a)it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf) to claim the Goods evidenced therefor or the Collateral Agent;

(b)if any Equipment or Inventory in excess of $500,000 individually or $15,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business or a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $500,000 individually or $15,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has a first priority perfected security interest in such Goods.

18

(c)it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other material dealings therewith;

(d)other than in the ordinary course of business as generally conducted by it on or prior to the date hereof, (i) it shall not amend, modify, terminate or waive any provision of any Receivable in excess of $1,000,000; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and

(e)the Collateral Agent shall have the right at any time following the occurrence and during the continuance of a Default, to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

(f)upon the request of Collateral Agent, each Grantor shall take all necessary actions to cause any Receivable for which the Account Debtor is the government of the United States, any agency or instrumentality thereof, or any state or municipality thereof, to become subjected to a perfected Lien thereon in favor of the Collateral Agent, including, but not limited to, the delivery of executed assignment of claim documentation in form and substance satisfactory to Collateral Agent.

19

6.6 Pledged Equity Interests, Investment Related Property.

(a)except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall immediately take all steps, if any, necessary to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest;

(b)Voting .

(i)So long as no Event of Default shall have occurred and be continuing:

(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and no notice of any such voting or consent need be given to the Collateral Agent; and

(ii)Upon the occurrence and during the continuation of an Event of Default:

20

(1) and upon notice from the Collateral Agent to a Grantor, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

(c)except as expressly permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld or delayed, it shall not vote to enable or take any other action to: (i) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (ii) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except to such Grantor or to another Grantor who has caused such property to become subjected to a perfected Lien thereon in favor of the Collateral Agent, and except as otherwise permitted under the Credit Agreement, (iii) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest which is a Subsidiary of Holdings to dispose of all or a material portion of their assets, (iv) waive any material default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt if the waiver of such default or breach could reasonably be expected to adversely affect the validity, perfection or priority of the Collateral Agent’s security interest or its rights in such Pledged Equity Interest or Pledged Debt, or (v) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (v), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary to establish the Collateral Agent’s “control” thereof, whereupon no violation of this covenant shall be deemed to have occurred; and

(d)except as expressly permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld or delayed, it shall not permit any issuer of any Pledged Equity Interest that is a Subsidiary of Holdings to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involves an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2.2 and (iii) Grantor promptly complies with the delivery and control requirements of Section 4 hereof.

21

6.7 Intellectual Property.

(a)it shall not do any act or omit to do any act whereby any of the Material Intellectual Property could reasonably be expected to lapse, or become abandoned, dedicated to the public, or unenforceable (unless Grantor determines, in its reasonable business judgment, that any such Intellectual Property is no longer useful or of material economic value), or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(b)it shall not, except with respect to any Trademarks which are not material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take commercially reasonable measures to insure that licensees of such Trademarks use such consistent standards of quality;

(c)it shall, within thirty (30) days of the creation or acquisition or exclusive license of any Copyrightable work which is material to the business of Grantor or otherwise of material value, apply to register the Copyright and, in the case of an exclusive Copyright License, record such license, in the United States Copyright Office; provided, however, that such Grantor shall provide the Collateral Agent with not less than ten (10) days notice prior to making any such filing;

(d)it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Intellectual Property owned by a Grantor that is material to the business of any Grantor may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or unenforceable, (c) subject to any materially adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court or (d) be the subject of any reversion or termination rights;

(e)it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by or exclusively licensed to any Grantor and material to its business which is now or shall become included in the Intellectual Property including, but not limited to, those items on Schedule 5.2 (II) (as each may be amended or supplemented from time to time); provided, however, that Grantor will not be required to perform any such acts with respect to any Intellectual Property deemed by the Grantor, in its reasonable business judgment to be no longer useful or of any material economic value;

(f)it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts;

22

(g)in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party and Grantor becomes aware of such infringement or misappropriation, such Grantor shall promptly take all commercially reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual Property;

(h)it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents;

(i)it shall use proper statutory notice in connection with its use of any of the Intellectual Property except to the extent the failure to use such notice could not reasonably be expected to have a material adverse effect; and

(j)it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof and connection with such collections, each Grantor may take such action as such Grantor or the Collateral Agent may deem reasonably necessary to enforce collection of such amounts unless Grantor has, in its reasonable business judgment, decided not to pursue such collections. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

6.8 Miscellaneous.

Each Grantor shall, within thirty (30) days of the date hereof with respect to any Material Contract that is a Non-Assignable Contract (other than any Material Contract which constitutes an Account, Chattel Paper or Payment Intangible of such Grantor) in effect on the date hereof and within thirty (30) days after entering into any Material Contract that is a Non-Assignable Contract after the Closing Date, request in writing the consent of the counterparty or counterparties to such Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Contract to Secured Party and use its best efforts to obtain such consent as soon as practicable thereafter.

SECTION 7.ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

7.1          Access; Right of Inspection. Subject to any limitations set forth in the Credit Agreement, (a) the Collateral Agent shall at all times have full and free access during normal business hours and upon reasonable prior notice to all the books, correspondence and records of each Grantor, and the Collateral Agent and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and each Grantor agrees to render to the Collateral Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto and (b) Collateral Agent and its representatives shall at all times also have the right to enter any premises of each Grantor during normal business hours and upon reasonable prior notice and inspect any property of each Grantor where any of the Collateral of such Grantor granted pursuant to this Agreement is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

23

7.2 Further Assurances.

(a)Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i)except as provided in Section 6.4(b), file such financing or continuation statements, or amendments thereto, record security interests in intellectual property and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral Agent may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby, subject to the limitations contained herein and in the Credit Agreement;

(ii)except as provided in Section 6.4(b), take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office and the various Secretaries of State;

(iii)upon the occurrence and during the continuance of an Event of Default, will assemble at any reasonable time, upon not less than ten (10) Business Days’ prior written notice and upon request by the Collateral Agent, the Collateral and allow inspection of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent;

(iv)at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any part of the Collateral; and

(v) furnish the Collateral Agent with such information regarding the Collateral, including, without limitation, the location thereof, as the Collateral Agent may reasonably request from time to time.

(b)Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, intellectual property security agreements and amendments to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary to perfect or otherwise protect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired,” “all personal property, whether now owned or hereafter acquired” or words of similar effect. Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

24

(c)Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after obtaining such Grantor’s approval of or signature to such modification by amending Schedule 5.2 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

7.3 Additional Grantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 8.COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

8.1 Power of Attorney. Upon the occurrence and continuation of a Default, each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary to accomplish the purposes of this Agreement, including, without limitation, the following:

(a)upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

(b)upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c)upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d)upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

25

(e)to prepare and file any UCC financing statements against such Grantor as debtor;

(f)to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

(g)to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, and which the applicable Grantor has not paid or discharged when required hereunder or under the Credit Agreement, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and

(h)upon the occurrence and continuation of a Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

8.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 9.REMEDIES.

9.1 Generally.

(a)If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i)require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

26

(ii)enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii)prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

(iv)without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

(b)The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Agent hereunder.

27

(c)The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d)The Collateral Agent shall have no obligation to marshal any of the Collateral.

9.2          Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

9.3          Sales on Credit. If Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

9.4          Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

28

9.5         Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive, royalty free license to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. For the avoidance of doubt, any such license does not in any way transfer to Collateral Agent any ownership of, or any other rights in or to, such Intellectual Property.

9.6 Intellectual Property.

(a)Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of an Event of Default:

(i)the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents reasonably required by the Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section;

(ii)upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(iii)each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property;

(iv)within five (5) Business Days after written notice from the Collateral Agent, each Grantor shall make available to the Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem, pro rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

29

(v)the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 9.7 hereof; and

(2) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b)If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

9.7 Cash Proceeds; Deposit Accounts. (a) If any Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise) may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

30

(b) If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.

SECTION 10.COLLATERAL AGENT.

The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to the Collateral Agent including, without limitation, the provisions relating to resignation or removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any termination of the Credit Agreement.

31

SECTION 11.CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations (other than contingent indemnification obligations), the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations (other than contingent indemnification obligations), the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

SECTION 12.STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

32

SECTION 13.MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.

33

IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

GRANTORS:
AX ACQUISITION CORP.,
AX HOLDING CORP.
By:
Name:
Title:
AEROFLEX INCORPORATED
By:	/s/ John Adamovich
	Name: John Adamovich
	Title: Senior Vice President, Chief Financial Officer
AEROFLEX / INMET, INC.
By:	/s/ Charles Badlato
	Name: Charles Badlato
	Title: Treasurer, Assistant Secretary
AEROFLEX / KDI, INC.,
AEROFLEX / METELICS, INC.,
AEROFLEX / WEINSCHEL, INC.,
AEROFLEX BLOOMINGDALE, INC.
AEROFLEX COLORADO SPRINGS, INC.,
AEROFLEX MICROELECTRONIC SOLUTIONS, INC.,
AEROFLEX PLAINVIEW, INC.,
AEROFLEX POWELL, INC.,
AEROFLEX SYSTEMS CORP.,
AEROFLEX WICHITA, INC.,
AIF CORP.,
IFR FINANCE, INC.,
IFR SYSTEMS, INC.,
MCE ASIA, INC.,
MICRO-METRICS, INC.
By:	/s/ John Adamovich
Name: John Adamovich
Title:

34

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Collateral Agent
By:	/s/
Name:
Title:

35

SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

SCHEDULE 5.1-1

SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INVESTMENT RELATED PROPERTY

(A)Pledged Stock:

Grantor Stock Issuer Class of Stock Certificated (Y/N) Stock Certificate No. Par Value No. of Pledged Stock Percentage of Outstanding Stock of the Stock Issuer

Pledged LLC Interests:

Grantor Limited Liability Company Certificated (Y/N) Certificate No. (if any) No. of Pledged Units Percentage of Outstanding LLC Interests of the Limited Liability Company

Pledged Partnership Interests:

Grantor Partnership Type of Partnership Interests (e.g., general or limited) Certificated (Y/N) Certificate No. (if any) Percentage of Outstanding Partnership Interests of the Partnership

Trust Interests or other Equity Interests not listed above:

Grantor Trust Class of Trust Interests Certificated (Y/N) Certificate No. (if any) Percentage of Outstanding Trust Interests of the Trust

Pledged Debt:

Grantor Issuer Original Principal Amount Outstanding Principal Balance Issue Date Maturity Date

SCHEDULE 5.2-1

Securities Account:

Grantor Share of Securities Intermediary Account Number Account Name

Deposit Accounts:

Grantor Name of Depositary Bank Account Number Account Name

Commodity Contracts and Commodities Accounts:

Grantor Name of Commodities Intermediary Account Number Account Name

II. INTELLECTUAL PROPERTY

(A) Copyrights

Grantor Description of Copyright Registration Number (if any) Issue Date

(B) Copyright Licenses

Grantor Description of Copyright License Registration Number (if any) of underlying Copyright Name of Licensor

(C) Patents

Grantor Description of Patent Registration Number Issue Date

SCHEDULE 5.2-2

(D) Patent Licenses

Grantor Description of Patent License Registration Number of underlying Patent Name of Licensor

(E) Trademarks

Grantor Description of Trademark Registration Number Issue Date

(F) Trademark Licenses

Grantor Description of Trademark License Registration Number of underlying Trademark Name of Licensor

(G) Trade Secret Licenses

III. COMMERCIAL TORT CLAIMS

  Grantor   Commercial Tort Claims

IV. LETTER OF CREDIT RIGHTS

Grantor Description of Letters of Credit

SCHEDULE 5.2-3

V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

VI. MATERIAL CONTRACTS

Grantor Description of Material Contract

SCHEDULE 5.2-4

SCHEDULE 5.4 TO

PLEDGE AND SECURITY AGREEMENT

FINANCING STATEMENTS:

Grantor Filing Jurisdiction(s)

SCHEDULE 5.4-1

SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT

Grantor Location of Equipment and Inventory

SCHEDULE 5.5-1

EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of August 15, 2007(as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among AX ACQUISITION CORP., a Delaware corporation (and its successor by merger, as “Borrower”), the other Grantors named therein, and GOLDMAN SACHS CREDIT PARTNERS L.P., as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]

By:

Name:

Title:

EXHIBIT A-1

SUPPLEMENT TO SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name  Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INVESTMENT RELATED PROPERTY

(A)Pledged Stock:

Grantor Stock Issuer Class of Stock Certificated (Y/N) Stock Certificate No. Par Value No. of Pledged Stock Percentage of Outstanding Stock of the Stock Issuer

Pledged LLC Interests:

Grantor Limited Liability Company Certificated (Y/N) Certificate No. (if any) No. of Pledged Units Percentage of Outstanding LLC Interests of the Limited Liability Company

Pledged Partnership Interests:

  Grantor Partnership Type of Partnership Interests (e.g., general or limited) Certificated (Y/N) Certificate No. (if any) Percentage of Outstanding Partnership Interests of the Partnership

Pledged Trust Interests:

Grantor Trust Class of Trust Interests Certificated (Y/N) Certificate No. (if any) Percentage of Outstanding Trust Interests of the Trust

Pledged Debt:

Grantor Issuer Original Principal Amount Outstanding Principal Balance Issue Date Maturity Date

EXHIBIT A-3

Securities Account:

Grantor Share of Securities Intermediary Account Number Account Name

Deposit Accounts:

Grantor Name of Depositary Bank Account Number Account Name

Commodities Accounts:

Grantor Name of Commodities Intermediary Account Number Account Name

(B)

Grantor Date of Acquisition Description of Acquisition

II. INTELLECTUAL PROPERTY

(A) Copyrights

Grantor Description of Copyright Registration Number (if any) Issue Date

(B) Copyright Licenses

Grantor Description of Copyright License Registration Number (if any) of underlying Copyright Name of Licensor

EXHIBIT A-4

(C) Patents

Grantor Description of Patent Registration Number Issue Date

(D) Patent Licenses

Grantor Description of Patent License Registration Number of underlying Patent Name of Licensor

(E) Trademarks

Grantor Description of Trademark Registration Number Issue Date

(F) Trademark Licenses

Grantor Description of Trademark License Registration Number of underlying Trademark Name of Licensor

(G) Trade Secret Licenses

III. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

IV. LETTER OF CREDIT RIGHTS

Grantor Description of Letters of Credit

EXHIBIT A-5

V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

VI. MATERIAL CONTRACTS

Grantor Description of Material Contract

EXHIBIT A-6

SUPPLEMENT TO SCHEDULE 5.4 TO

PLEDGE AND SECURITY AGREEMENT

Financing Statements:

Grantor Filing Jurisdiction(s)

EXHIBIT A-7

SUPPLEMENT TO SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-8

EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT

UNCERTIFICATED SECURITIES CONTROL AGREEMENT

This Uncertificated Securities Control Agreement dated as of [_________], 20[__] among [________________] (the “Pledgor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties, (the “Collateral Agent”) and [____________], a [________] [corporation] (the “Issuer”). Capitalized terms used but not defined herein shall have the meaning assigned in the Pledge and Security Agreement dated August 15, 2007, among the Pledgor, the other Grantors party thereto and the Collateral Agent (the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of the date hereof the Pledgor is the registered owner of [__________] shares of the Issuer’s [common] stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged Shares without the prior written consent of the Collateral Agent until such instructions are rescinded by the Collateral Agent in writing.

Section 2. Instructions. If at any time the Issuer shall receive instructions originated by the Collateral Agent relating to the Pledged Shares, the Issuer shall comply with such instructions without further consent by the Pledgor or any other person.

Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Collateral Agent:

(a) It has not entered into, and until the termination of this agreement will not enter into, any agreement with any other person relating the Pledged Shares pursuant to which it has agreed to comply with instructions issued by such other person;

(b) It has not entered into, and until the termination of this agreement will not enter into, any agreement with the Pledgor or the Collateral Agent purporting to limit or condition the obligation of the Issuer to comply with Instructions as set forth in Section 2 hereof;

(c) Except for the claims and interest of the Collateral Agent and of the Pledgor in the Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged Shares. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Shares, the Issuer will promptly notify the Collateral Agent and the Pledgor thereof; and

(d) This Uncertificated Securities Control Agreement is the valid and legally binding obligation of the Issuer.

Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of [New York].

Section 5. Conflict with Other Agreements. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

EXHIBIT B-1

Section 6. Voting Rights. Until such time as the Collateral Agent shall otherwise instruct the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.

Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Issuer and by sending written notice of such assignment to the Pledgor.

Section 8. Indemnification of Issuer. The Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence or willful misconduct and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 9. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:	[Name and Address of Pledgor]
	Attention: [________________]
	Telecopier: [________________]
Collateral Agent:	GOLDMAN SACHS CREDIT PARTNERS L.P.
	[ADDRESS]
	Attention: [________________]
	Telecopier: [________________]
Issuer:	[Insert Name and Address of Issuer]
	Attention: [________________]
	Telecopier: [________________]

Any party may change its address for notices in the manner set forth above.

Section 10. Termination. The obligations of the Issuer to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interests of the Collateral Agent in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Issuer of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of the Collateral Agent’s security interest in the Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the Pledged Shares.

EXHIBIT B-2

Section 11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[NAME OF PLEDGOR],

as Pledgor

By:

Name:

Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

[NAME OF ISSUER],

as Issuer

By:

Name:

Title:

EXHIBIT B-3

Exhibit A

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Issuer]

Attention: [___________________]

Re: Termination of Control Agreement

You are hereby notified that the Uncertificated Securities Control Agreement between you, [Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Pledged Shares (as defined in the Uncertificated Control Agreement) from the Pledgor. This notice terminates any obligations you may have to the undersigned with respect to the Pledged Shares, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Pledgor pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor.

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

EXHIBIT B-4

EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT

SECURITIES ACCOUNT CONTROL AGREEMENT

This Securities Account Control Agreement dated as of [_________], 20[__] (this “Agreement”) among [___________________] (the “Debtor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (the “Collateral Agent”) and [___________________], in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated August 15, 2007, among the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Securities Account. The Securities Intermediary hereby confirms and agrees that:

(a)The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Securities Account”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Collateral Agent;

(b)All securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

(c)All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the Securities Account; and

(d)The Securities Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3. Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.

EXHIBIT C-1

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 5. Choice of Law. This Agreement and the Securities Account shall each be governed by the laws of the State of [New York]. Regardless of any provision in any other agreement, for purposes of the UCC, [New York] shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of [New York].

Section 6. Conflict with Other Agreements.

(a)In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b)No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

(c)The Securities Intermediary hereby confirms and agrees that:

(i) There are no other control agreements entered into between the Securities Intermediary and the Debtor with respect to the Securities Account;

(ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

(iii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with the Debtor or the Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

Section 7. Adverse Claims. Except for the claims and interest of the Collateral Agent and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Debtor thereof.

EXHIBIT C-2

Section 8. Maintenance of Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

(a)Notice of Sole Control. If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to the Securities Account solely from the Collateral Agent until such notice is rescinded by Collateral Agent in writing.

(b)Voting Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control pursuant to subsection (a) of this Section 8, the Debtor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account.

(c)Permitted Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Collateral Agent, the Debtor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Exhibit B hereto.

(d)Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 12 of this Agreement.

(e)Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(a)The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b)This Agreement is the valid and legally binding obligation of the Securities Intermediary.

Section 10 Indemnification of Securities Intermediary. The Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s negligence or willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

EXHIBIT C-3

Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

Section 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[Name and Address of Debtor]
	Attention: [_______________]
	Telecopier: [_______________]
Collateral Agent:	GOLDMAN SACHS CREDIT PARTNERS L.P.
	[ADDRESS]
	Attention: [_______________]
	Telecopier: [_______________]
Securities Intermediary:	[Name and Address of Securities Intermediary]
	Attention: [_______________]
	Telecopier: [_______________]

Any party may change its address for notices in the manner set forth above.

Section 13. Termination. The obligations of the Securities Intermediary to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Securities Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Securities Intermediary of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit C hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Securities Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account.

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

EXHIBIT C-4

IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR],

as Debtor

By:

Name:

Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

[NAME OF SECURITIES INTERMEDIARY],

as Securities Intermediary

By:

Name:

Title:

EXHIBIT C-5

EXHIBIT A

TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]

Attention: [__________________]

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Securities Account Control Agreement dated as of [______], 20[__] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over securities account number [____________] (the “Securities Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

cc: [Name of Debtor]

EXHIBIT C-6

EXHIBIT B

TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

[TO COME]

EXHIBIT C-7

EXHIBIT C

TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]

Attention: [________________]

Re: Termination of Securities Account Control Agreement

You are hereby notified that the Securities Account Control Agreement dated as of [______], 20[__] among you, [Name of Debtor] (the “Debtor”)and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [_________________] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

EXHIBIT C-8

EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT

This Deposit Account Control Agreement dated as of [_________], 20[__] (this “Agreement”) among [___________] (the “Debtor”), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (the “Collateral Agent”) and [____________], in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated August 15, 2007, between the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of [New York].

Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and agrees that:

(a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit Account”) and the Financial Institution shall not change the name or account number of the Deposit Account without the prior written consent of the Collateral Agent and, prior to delivery of a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Debtor; and

(b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC.

Section 2. Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.

Section 3.  Subordination of Lien; Waiver of Set-Off. In the event that the Financial Institution has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. Money and other items credited to the Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount of any checks which have been credited to such Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 4. Choice of Law. This Agreement and the Deposit Account shall each be governed by the laws of the State of [New York]. Regardless of any provision in any other agreement, for purposes of the UCC, [New York] shall be deemed to be the Financial Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the State of [New York].

EXHIBIT D-1

Section 5. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto; and

(c) The Financial Institution hereby confirms and agrees that:

(i)There are no other agreements entered into between the Financial Institution and the Debtor with respect to the Deposit Account [other than ____________]; and

(ii)It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating the Deposit Account and/or any funds credited thereto pursuant to which it has agreed to comply with instructions originated by such persons as contemplated by Section 9-104 of the UCC.

Section 6. Adverse Claims. The Financial Institution does not know of any liens, claims or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Deposit Account, the Financial Institution will promptly notify the Collateral Agent and the Debtor thereof.

Section 7. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation of the Financial Institution to honor instructions as set forth in Section 2 hereof, the Financial Institution agrees to maintain the Deposit Account as follows:

(a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Collateral Agent until such notice is rescinded by Collateral Agent in writing.

(b) Statements and Confirmations. The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 11 of this Agreement; and

(c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

EXHIBIT D-2

Section 8. Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:

(a) The Deposit Account has been established as set forth in Section 1 and such Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) This Agreement is the valid and legally binding obligation of the Financial Institution.

Section 9. Indemnification of Financial Institution. The Debtor and the Collateral Agent hereby agree that (a) the Financial Institution is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s negligence or willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 10. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Financial Institution and by sending written notice of such assignment to the Debtor.

Section 11 Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[Name and Address of Debtor]
	Attention: [_______________]
	Telecopier: [_______________]
Collateral Agent:	GOLDMAN SACHS CREDIT PARTNERS L.P.
	[ADDRESS]
	Attention: [_______________]
	Telecopier: [_______________]
Financial Institution:	[Name and Address of Financial Institution]
	Attention: [_______________]
	Telecopier: [_______________]

Any party may change its address for notices in the manner set forth above.

EXHIBIT D-3

Section 12. Termination. The obligations of the Financial Institution to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Deposit Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Financial Institution of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Financial Institution upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Deposit Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Deposit Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit Account.

Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR],

as Debtor

By:

Name:

Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

[NAME OF FINANCIAL INSTITUTION],

as Financial Institution

By:

Name:

Title:

EXHIBIT D-4

EXHIBIT A

TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention: [_________________]

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Deposit Account Control Agreement dated as of [_______], 20[__] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number [____________] (the “Deposit Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

cc: [Name of Debtor]

EXHIBIT D-5

EXHIBIT B

TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention: [_______________]

Re: Termination of Deposit Account Control Agreement

You are hereby notified that the Deposit Account Control Agreement dated as of [__________], 20[_] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [________________] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent

By:

Name:

Title:

EXHIBIT D-6

EXHIBIT E

TO PLEDGE AND SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT

Trademark Security Agreement, dated as of _____ __, 20__ (as amended, restated or otherwise modified, the “Trademark Security Agreement”), between each of the undersigned (collectively, “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS, L.P., in its capacity as collateral agent for the Secured Parties (together with successors and assigns in such capacity, the “CollateralAgent”).

Witnesseth:

Whereas, Grantors are party to a Pledge and Security Agreement dated as of August 15, 2007 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent, as follows:

SECTION 1.Defined Terms. Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2.Grant of Security Interest in Trademark Collateral. Each Grantor hereby pledges and grants to Collateral Agent for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a) all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certifications marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing, including, but not limited to: (i) the registrations and applications referred to on Schedule I hereto (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income payments, claims, damages and proceeds of suit (collectively, “Trademarks”); and

(b) any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, “Trademark Licenses”).

SECTION 3.Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

EXHIBIT E-1

SECTION 4.Applicable Law. This Trademark Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

SECTION 5.Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT E-2

In Witness Whereof, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTORS]
By:
	Name:
	Title:

EXHIBIT E-3

Accepted and Agreed:
GOLDMAN SACHS CREDIT PARTNERS, L.P.,
as Collateral Agent
By:
	Name:
	Title:

EXHIBIT E-4

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

[TO BE COMPLETED BY BORROWER]

EXHIBIT E-5

EXHIBIT F

TO PLEDGE AND SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT

Copyright Security Agreement, dated as of _____ __, 20__ (as amended, restated or otherwise modified from time to time, the “Copyright Security Agreement”), between each of the undersigned (collectively, “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).

Witnesseth:

Whereas, Grantors are party to a Pledge and Security Agreement dated as of August 15, 2007 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors are required to execute and deliver this Copyright Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Secured Parties to enter into the Credit Documents, the Grantors hereby agree with the Collateral Agent, as follows:

SECTION 1.Defined Terms. Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2.Grant of Security Interest in Copyright Collateral. Each Grantor hereby pledges and grants to Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”):

(a) all United States, and foreign copyrights (including community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications referred to on Schedule I hereto, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit (collectively, “Copyrights”); and

(b) any and all agreements for the granting of any right in or to Copyrights (whether or not such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, “Copyright Licenses”).

SECTION 3.Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

EXHIBIT F-1

SECTION 4.Applicable Law. This Copyright Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).

SECTION 5.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT F-2

In Witness Whereof, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTORS]
By:
	Name:
	Title:

EXHIBIT F-3

Accepted and Agreed:
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Collateral Agent
By:
	Name:
	Title:

EXHIBIT F-4

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

[TO BE COMPLETED BY BORROWER]

EXHIBIT F-5

EXHIBIT G

TO PLEDGE AND SECURITY AGREEMENT

PATENT SECURITY AGREEMENT

Patent Security Agreement, dated as of ______ __, 20__ (as amended, restated or otherwise modified from time to time, the “Patent Security Agreement”), between each of the undersigned (collectively, the “Grantors”), and GOLDMAN SACHS CREDIT PARTNERS, L.P., in its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).

Witnesseth:

Whereas, Grantors are party to a Pledge and Security Agreement dated as of August 15, 2007 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors thereto and the Collateral Agent pursuant to which the Grantors are required to execute and deliver this Patent Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent, as follows:

SECTION 1.Defined Terms. Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2.Grant of Security Interest in Patent Collateral. Each Grantor hereby pledges and grants to Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a) all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing (collectively, “Patents”), including, but not limited to: (i) each patent and patent application referred to on Schedule I hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit and

(b) all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, “Patent Licenses”).

SECTION 3.Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

EXHIBIT G-1

SECTION 4.Applicable Law. This Patent Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).

SECTION 5.Counterparts. This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT G-2

In Witness Whereof, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTORS]
By:
	Name:
	Title:

EXHIBIT G-3

Accepted and Agreed:
GOLDMAN SACHS CREDIT PARTNERS, L.P.
as Collateral Agent
By:
	Name:
	Title:

EXHIBIT G-4

SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND APPLICATIONS

[TO BE COMPLETED BY BORROWER]

EXHIBIT G-5

EX-10.19

EXECUTION COPY

EXCHANGEABLE SENIOR UNSECURED

CREDIT AND GUARANTY AGREEMENT

dated as of August 15, 2007

among

AX ACQUISITION CORP.,

as Borrower,

AX HOLDING CORP.,

as a Guarantor

CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED,

collectively, as Guarantors,

VARIOUS LENDERS,

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent

$225,000,000 Exchangeable Senior Unsecured Credit Facility

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS AND INTERPRETATION		1
	1.1. Definitions	1
	1.2. Accounting Terms	30
	1.3. Interpretation, etc.	31
	1.4. Certain Calculations.	31
SECTION 2. LOANS		32
	2.1. Interim Loans	32
	2.2. Conversion of Interim Loans to Term Loans	33
	2.3. Option to Exchange Term Loans for Exchange Notes	33
	2.4. [Reserved]	34
	2.5. Pro Rata Shares; Availability of Funds	34
	2.6. Use of Proceeds	35
	2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.	35
	2.8. Interest on Loans	36
	2.9. Conversion/Continuation	37
	2.10. Default Interest	38
	2.11. Fees	38
	2.12. [Reserved].	38
	2.13. Voluntary Prepayments	38
	2.14. Mandatory Prepayments/Commitment Reductions	39
	2.15. Application of Prepayments/Reductions	41
	2.16. General Provisions Regarding Payments	41
	2.17. Ratable Sharing	43
	2.18. Making or Maintaining Eurodollar Rate Loans	43
	2.19. Increased Costs; Capital Adequacy	45
	2.20. Taxes; Withholding, etc.	46
	2.21. Obligation to Mitigate	49
	2.22. [Reserved]	49
	2.23. Removal or Replacement of a Lender	49
	2.24. [Reserved]	50
SECTION 3. CONDITIONS PRECEDENT		50
	3.1. Closing Date	50
	3.2. Conditions to Each Credit Extension	53
SECTION 4. REPRESENTATIONS AND WARRANTIES		54
	4.1. Organization; Requisite Power and Authority; Qualification.	55
	4.2. Equity Interests and Ownership	55
	4.3. Due Authorization	55
	4.4. No Conflict	55
	4.5. Governmental Consents	56
	4.6. Binding Obligation	56
	4.7. Historical Financial Statements	56

i

	4.8. Projections	56
	4.9. No Material Adverse Change	56
	4.10. [Intentionally Omitted.]	56
	4.11. Adverse Proceedings, etc.	56
	4.12. Payment of Taxes.	57
	4.13. Properties	57
	4.14. Environmental Matters	57
	4.15. No Defaults	57
	4.16. [Intentionally Omitted]	58
	4.17. Governmental Regulation	58
	4.18. Margin Stock	58
	4.19. Employee Matters	58
	4.20. Employee Benefit Plans	58
	4.21. Certain Fees	59
	4.22. Solvency	59
	4.23. Acquisition Agreement	59
	4.24. Compliance with Statutes, etc.	59
	4.25. Disclosure	60
	4.26. Patriot Act	60
	4.27. Private Offering; Rule 144A Matters.	60
	4.28. Senior Debt and Designated Senior Debt	61
SECTION 5. AFFIRMATIVE COVENANTS		61
	5.1. Financial Statements and Other Reports	61
	5.2. Existence	65
	5.3. Payment of Taxes and Claims	65
	5.4. Maintenance of Properties	65
	5.5. Insurance	65
	5.6. Books and Records; Inspections	66
	5.7. Lenders Meetings	66
	5.8. Compliance with Laws	66
	5.9. Environmental	66
	5.10. Subsidiaries	67
	5.11. Other Agreements	68
	5.12. Interest Rate Protection	68
	5.13. Further Assurances	68
	5.14. Miscellaneous Covenants	68
	5.15. Merger	68
	5.16. Exchange Note Indenture	68
SECTION 6. NEGATIVE COVENANTS		69
	6.1. Indebtedness	69
	6.2. Liens	73
	6.3. [RESERVED]	76
	6.4. Restricted Junior Payments	76
	6.5. Restrictions on Subsidiary Distributions	78
	6.6. Investments	78

ii

	6.7. [Reserved].	80
	6.8. Fundamental Changes; Disposition of Assets; Acquisitions	80
	6.9. Disposal of Subsidiary Interests	82
	6.10. Sales and Lease-Backs	82
	6.11. Transactions with Shareholders and Affiliates.	82
	6.12. Conduct of Business	83
	6.13. Permitted Activities of Holdings	83
	6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements	83
	6.15. Amendments with Respect to the Advisory Agreement	83
	6.16. Fiscal Year	84
SECTION 7. GUARANTY		84
	7.1. Guaranty of the Obligations	84
	7.2. Contribution by Guarantors	84
	7.3. Payment by Guarantors	85
	7.4. Liability of Guarantors Absolute	85
	7.5. Waivers by Guarantors	87
	7.6. Guarantors’ Rights of Subrogation, Contribution, etc.	88
	7.7. Subordination of Other Obligations	88
	7.8. Continuing Guaranty	88
	7.9. Authority of Guarantors or Borrower	88
	7.10. Financial Condition of Borrower	89
	7.11. Bankruptcy, etc.	89
	7.12. Discharge of Guaranty Upon Sale of Guarantors	89
SECTION 8. EVENTS OF DEFAULT		90
	8.1. Events of Default	90
	8.2. [Reserved].	92
SECTION 9. AGENTS		92
	9.1. Appointment of Agents.	92
	9.2. Powers and Duties	93
	9.3. General Immunity	93
	9.4. Agents Entitled to Act as Lender	94
	9.5. Lenders’ Representations, Warranties and Acknowledgment	95
	9.6. Right to Indemnity	95
	9.7. Successor Administrative Agent	96
	9.8. Guaranty	96
SECTION 10. MISCELLANEOUS		96
	10.1. Notices	96
	10.2. Expenses	98
	10.3. Indemnity	98
	10.4. Set-Off	99
	10.5. Amendments and Waivers	99

iii

10.6. Successors and Assigns; Participations	101
10.7. Independence of Covenants	104
10.8. Survival of Representations, Warranties and Agreements	104
10.9. No Waiver; Remedies Cumulative	104
10.10. Marshalling; Payments Set Aside	105
10.11. Severability	105
10.12. Obligations Several; Independent Nature of Lenders’ Rights	105
10.13. Headings	105
10.14. APPLICABLE LAW	105
10.15. CONSENT TO JURISDICTION	105
10.16. WAIVER OF JURY TRIAL	106
10.17. Confidentiality	107
10.18. Usury Savings Clause	107
10.19. Counterparts	108
10.20. Effectiveness	108
10.21. Patriot Act	108
10.22. Electronic Execution of Assignments	108
10.23. No Fiduciary Duty	109

iv

APPENDICES:	A	Commitments
	B	Notice Addresses
SCHEDULES:	1.1(a)	Inactive Subsidiaries
	1.1(b)	Existing Letters of Credit
	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	4.13	Properties
	4.21	Certain Fees
	6.1(a)	Certain Indebtedness
	6.1(b)	Certain Intercompany Indebtedness
	6.2	Certain Liens
	6.5	Certain Restrictions on Subsidiary Distributions
	6.6	Certain Investments
	6.11	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Exchange Notice
	B-1	Interim Loan Note
	B-2	Term Loan Note
	C	[Reserved]
	D	Opinions of Counsel
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I	[Reserved]
	J	Summary of Terms of Exchange Notes, Exchange Note Indenture and Registration Rights Agreement
	K	[Reserved]
	L	Intercompany Note

v

EXCHANGEABLE SENIOR UNSECURED CREDIT AND GUARANTY AGREEMENT

This EXCHANGEABLE SENIOR UNSECURED CREDIT AND GUARANTY AGREEMENT, dated as of August 15, 2007, is entered into by and among AX ACQUISITION CORP., a Delaware corporation (“AX Acquisition”), AX HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity, “Syndication Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $225,000,000, consisting of $225,000,000 aggregate principal amount of Interim Loans, the proceeds of which will be used on the Closing Date (i) to fund the acquisition (the “Acquisition”) of all of the issued and outstanding stock of Aeroflex Incorporated (“Aeroflex”) pursuant to the Merger, (ii) to repay in full certain Existing Indebtedness of Aeroflex and (iii) to pay related transaction costs, fees, commissions and expenses in connection therewith;

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder;

WHEREAS, on the Closing Date the Borrower will enter into (a) the Senior Secured Credit Facility (as defined below) providing for (i) term loans in an aggregate principal amount of $525.0 million and (ii) a revolving credit facility in the amount of $50.0 million, and (b) the Subordinated Unsecured Credit Facility (as defined below) providing for loans in an aggregate principal amount of $120.0 million.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Accounting Change” means, with respect to any Person, any change in accounting principles applicable to such Person and required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, or, if applicable, the Securities and Exchange Commission (or its successor agency).

“Acquisition” as defined in the Recitals hereto.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by other first class banksfor deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of a Senior Officer of Holdings or any of its Subsidiaries, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

2

“Advisory Agreement” means the Advisory Agreement dated as of August 15, 2007, by and among VGG Holding LLC, AX Holding Corp., Aeroflex Incorporated, Veritas Capital Fund Management, L.L.C., GGC Administration, LLC, and Goldman, Sachs & Co, as amended.

“Aeroflex” as defined in the Recitals hereto.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent” means each of Administrative Agent and Syndication Agent and, solely for the purposes of Sections 9.3, 9.5, 9.6, 10.3 and 10.23 hereof, Goldman Sachs.

“Agent Affiliates” as defined in Section 10.1(b).

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

“Agreement” means this Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated as of August 15, 2007, as it may be amended, supplemented or otherwise modified from time to time.

"Applicable Calculations" has the meaning ascribed to such term in Section 1.4(a).

“Applicable Margin” means for any day, a rate per annum equal to that set forth in the following table for the period, if such day falls within such period, commencing on the date specified below to but not including the immediately subsequent date specified below:

3

	Applicable Margin  for  Base Rate Loans			Applicable Margin  for  Eurodollar Rate  Loans
Interim Loans:
August 15, 2007		3.375	%		4.375	%
February 15, 2008		3.875	%		4.875	%
May 15, 2008		4.375	%		5.375	%
Term Loans:
August 15, 2008		4.875	%		5.875	%
November 15, 2008		5.375	%		6.375	%
February 15, 2009		5.875	%		6.875	%
May 15, 2009		6.375	%		7.375	%
August 15, 2009		6.875	%		7.875	%
November 15, 2009		7.375	%		8.375	%
February 15, 2010		7.875	%		8.875	%
May 15, 2010		8.375	%		9.375	%
August 15, 2010		8.875	%		9.875	%
November 15, 2010		9.375	%		10.375	%
February 15, 2011		9.875	%		10.875	%
May 15, 2011		10.375	%		11.375	%
August 15, 2011		10.875	%		11.750	%
November 15, 2011		11.375	%		11.750	%
February 15, 2012		11.750	%		11.750	%

provided that, for absence of doubt and as set forth in Section 2.8(a), each Loan shall not bear interest for any day at a rate (excluding the effect of any increase in interest rate pursuant to Section 2.10) (i) less than 9.5% per annum or (ii) greater than 11.75% per annum. Nothing in this paragraph shall limit the rights of the Administrative Agent or any Lender under Section 2.10 or Section 8.

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

4

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communications pursuant to Section 10.1(b).

“Acquisition Agreement” means that certain Agreement and Plan of Merger by and among Holdings, AX Acquisition, and Aeroflex Incorporated, dated as of May 25, 2007.

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Holdings, Borrower or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (ii) equipment or other assets (including leases or subleases of real property) sold, replaced, abandoned, leased or otherwise disposed of that are obsolete, worn-out, condemned or are no longer used or useful in the business of Borrower or any of its Subsidiaries, (iii) dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment, (iv) the use or transfer of Cash and Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or any other Credit Document, (v) licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (vi) to the extent allowable under Section 1031 of the Internal Revenue Code, any exchange of like property for use in a business of Borrower and its Subsidiaries permitted by Section 6.12, (vii) any issuance of equity or other beneficial ownership interests by a Subsidiary of Holdings to Holdings or a Subsidiary of Holdings, (viii) the creation of a Permitted Lien under Section 6.2 and (ix) sales, leases or licenses out of other assets for aggregate consideration of less than $750,000 with respect to any transaction or series of related transactions and less than $3,000,000 in the aggregate during any Fiscal Year.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 10.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer, secretary, or other person expressly authorized by resolution or written consent to represent such entity in such capacity.

5

“AX Acquisition” as defined in the preamble hereto.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent and Lender.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” means, prior to the consummation of the Merger, AX Acquisition and after the consummation of the Merger, Aeroflex.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

"Calculation Date" has the meaning ascribed to such term in Section 1.4(b).

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

6

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s (for the purposes of this clause (ii), variable bonds tied to short-term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days shall be deemed to satisfy the foregoing maturity deadline, notwithstanding such bonds having a longer nominal maturity); (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (b) has net assets of not less than $500,000,000, and (c) having one of the two highest ratings obtainable from either S&P or Moody’s when acquired; and (vi) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means, at any time, (i) Sponsors in the aggregate shall cease to beneficially own and control, directly or indirectly, at least 51% (or after an IPO, 35%) on a fully diluted basis of the voting interests in the Equity Interests of Holdings; (ii) after an IPO, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Sponsors shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in the Equity Interests of Holdings or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Holdings; (iii) Holdings shall cease to beneficially own and control 100% on a fully diluted basis of the voting interest in the Equity Interests of the Borrower; (iv) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings cease to be occupied by Persons who either (a) were members of the board of directors of Holdings on the Closing Date or (b) were nominated for election by the board of directors of Holdings, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (v) any “change of control” or similar event under the Senior Secured Credit Documents or the Subordinated Unsecured Credit Documents shall occur.

“Closing Date” means the date on which Interim Loans are made.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“Commitment” means the Interim Loan commitment of a Lender, and “Commitments” means such commitments of all Lenders. The amount of each Lender’s Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Commitments as of the Closing Date is $225,000,000.

7

“Commitment Letter” means that certain Commitment Letter dated May 18, 2007 among AX Acquisition, Goldman Sachs and GSCP.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent reducing (and not added back to) Consolidated Net Income (other than in the case of clause (f) hereof), the sum, without duplication, of amounts for (a) provision for taxes based on income or profit or capital, including, without limitation, state, local and franchise taxes (such as the Pennsylvania capital tax and the Texas margin tax) (or the non-U.S. equivalent thereof) for such period (including, without limitation, tax expenses of Foreign Subsidiaries and foreign withholding taxes paid or accrued for such period), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income, (b) Consolidated Interest Expense for such period, (c) the total amount of depreciation and amortization expenses (including amortization of goodwill and other intangibles and all expenditures in respect of licensed or purchased software or internally developed software and software enhancements that are, or are required to be reflected as, capitalized costs, but excluding amortization of prepaid cash expenses that were paid in a prior period and added back) for such period to the extent that such depreciation and amortization costs were deducted in computing such Consolidated Net Income, (d) to the extent permitted to be made under this Agreement, any management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued by the Borrower in such period pursuant to the terms of the Advisory Agreement to the extent deducted in computing such Consolidated Net Income,(e) any other non-cash charges reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), (f) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Net Income pursuant to clause (ii) below for any previous period, (g) the amount of any minority interest expense consisting of income of a Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in such period in calculating Consolidated Net Income, (h) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period; (i) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write downs related to intangible assets, long-lived assets, investments in debt and equity securities or otherwise as a result of a change in law or regulation (including the amortization of the consideration for any non-competition agreements entered into in connection with the transactions contemplated by the Credit Documents and Related Agreements); (j) any net loss from discontinued operations and any net after-tax loss on disposal of discontinued operations; (k) non-cash charges relating to employee benefit or other management compensation plans of any direct or indirect parent of Borrower (to the extent such non-cash charges relate to plans of any direct or indirect parent of Borrower for the benefit of members of the board of directors of Borrower (in their capacity as such) or employees of Borrower and its Subsidiaries), Borrower or any of its Subsidiaries or any non-cash compensation charge and other non-cash expenses or charges arising from any grant, issuance or repricing of stock appreciation or similar rights, stock, stock options, restricted stock or other equity based awards of any direct or indirect parent of Borrower (to the extent such non-cash charges relate to plans of any direct or indirect parent of Borrower for the benefit of members of the board of directors of Borrower (in their capacity as such) or employees of Borrower and its Subsidiaries), Borrower or any of its Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period); (l) effects of adjustments (including the effects of such adjustments) pursuant to GAAP resulting from the application of purchase accounting in relation to the Acquisition or any Permitted Acquisition, net of taxes; (m) any tax losses attributable to the extinguishment of any (1) Indebtedness or (2) other derivative instruments of Borrower or any of its Subsidiaries, (n) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of net income of Borrower and its Subsidiaries accrued at any time following the Closing Date; (o) any fees, expenses, costs or charges (including all transaction, restructuring and transition costs, fees and expenses (including diligence costs, cash severance costs and reserves)) or any amortization thereof, related to any Subject Transaction (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed), including (1) such fees, expenses or charges related to the transactions contemplated or permitted by the Credit Documents and Related Agreements and (2) any amendment or other modification hereof; (p) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Acquisition or the other transactions contemplated by the Credit Documents and the Related Agreements in accordance with GAAP; and (q) any extraordinary, non-recurring or unusual losses, expenses or charges; minus (ii) (a) non-cash gains increasing Consolidated Net Income for such period, excluding any such items to the extent they represent (1) the reversal in such period of an accrual of, or reserve for, potential cash expenses in a prior period, (2) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Net Income in a prior period, (3) the amortization of income that was paid in a prior period and (4) the accrual of revenue or income consistent with past practice, (b) any net gain from discontinued operations or after-tax net gains from the disposal of discontinued operations to the extent increasing Consolidated Net Income and (c) any extraordinary, non-recurring or unusual gain to the extent increasing Consolidated Net Income. In addition, to the extent not already included in the Consolidated Net Income of Borrower and its Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Adjusted EBITDA shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Investment under Section 6.6, any Permitted Acquisition or any Asset Sale (or other disposition) permitted hereunder.

8

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries; provided that “Consolidated Capital Expenditures” shall not include any expenditures (i) for replacements and substitutions for capital assets, to the extent made with the proceeds of insurance, indemnity payments, condemnation awards, or damage recovery proceeds or other settlements, (ii) made as part of a Permitted Acquisition, or (iii) for replacements and substitutions for capital assets, to the extent made with the proceeds of assets sold, exchanged or otherwise disposed of in accordance with, and permitted by, Section 6.8(b) and (c).

“Consolidated Interest Expense” means, for any period, total interest expense, whether paid or accrued (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Subsidiaries, including all amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, imputed interest with respect to commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements.

“Consolidated Net Income” means, for any period, the aggregate net income of Borrower and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that (a) the income of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period shall be excluded; (b) any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection with any Asset Sale or other asset disposition or abandonment (other than in the ordinary course of business) and reserves relating thereto shall be excluded; (c) any net unrealized gain (loss) (after any offset) resulting in such period from obligations under any Hedge Agreements or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133, in each case, shall be excluded; (d) any net unrealized gain (loss) (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness shall be excluded; (e) any gains (losses) resulting from returned surplus assets of any Pension Plan shall be excluded, (f) the effect of any gain (loss) in respect of post-retirement benefits as a result of the application of FASB 106 shall be excluded; and (g) any non-recurring tax benefits resulting from the transactions contemplated by the Credit Documents and the Related Agreements shall be excluded.

“Consolidated Senior Secured Debt” means, as of any date of determination, secured Consolidated Total Debt less secured Indebtedness of Borrower and its Subsidiaries subordinated to the Obligations on terms reasonably satisfactory to, and which Indebtedness contains other terms, tenor and covenants reasonably satisfactory to, the Administrative Agent, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt” means, as of any date of determination the aggregate stated balance sheet amount of all Indebtedness of Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

9

“Contributing Guarantors” as defined in Section 7.2.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Conversion Date” means the one-year anniversary of the Closing Date.

“Conversion Default” means (i) any default under the Senior Secured Credit Facility by reason of the failure of Borrower to pay when due any payment required by the Senior Secured Credit Facility or (ii) any Event of Default described in Sections 8.1(a), 8.1(f) or 8.1(g).

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Loan Notes, if any, the Engagement Letter, the Fee Letter, the Commitment Letter and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent or any Lender in connection herewith (but excluding the Exchange Note Indenture, the Exchange Notes and the Registration Rights Agreement).

“Credit Extension” means the making of a Loan.

“Credit Party” means each Person which is Holdings or one of its direct or indirect Subsidiaries from time to time party to a Credit Document.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

10

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Term Loan Maturity Date, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations and the termination of the Commitments).

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, no Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Engagement Letter” means that certain Engagement Letter dated May 18, 2007 between AX Acquisition and Goldman Sachs.

“Environmental Claim” means any investigation, written notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other written order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health and safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

11

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

12

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Exchange Note Indenture” means an indenture, to be dated on or prior to August 15, 2008, relating to the Exchange Notes, among Borrower, as issuer, the Subsidiary Guarantors, as guarantors and the Exchange Note Trustee.

“Exchange Note Trustee” means the trustee under the Exchange Note Indenture, and each of its successors in such capacity.

“Exchange Notes” means the senior unsecured exchange notes of Borrower, guaranteed by the Subsidiary Guarantors, to be issued from time to time by the Borrower under the Exchange Note Indenture and authenticated by the Exchange Note Trustee and delivered in exchange for Term Loans in an equal principal amount (including any capitalized interest) from time to time pursuant to Section 2.3.

“Exchange Notice” has the meaning specified in Section 2.3(a).

“Existing Indebtedness” means Indebtedness and other obligations outstanding under that certain (a) Five-Year Senior Revolving Credit Agreement, dated March 21, 2006, among Aeroflex and Aeroflex Test Solutions Limited, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders from time to time parties thereto, as amended prior to the Closing Date and (b) Fifth Amended and Restated Loan and Security Agreement, dated February 14, 2003, among Aeroflex and certain of its subsidiaries party thereto, as borrowers, JPMorgan Chase Bank ("JPMorgan"), Bank of America, N.A. (f//k/a Fleet National Bank)("BofA"), BofA, as Administrative Agent and JPMorgan as Syndication Agent, as amended prior to the Closing Date.

13

“Existing Letters of Credit” means the existing letters of credit set forth on Schedule 1.1(b).

“Facilities” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Fee Letter” means that certain Fee Letter dated May 18, 2007 among AX Acquisition, Goldman Sachs and GSCP.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and, with respect to internally prepared financial statements, the absence of footnotes.

“Financial Plan” as defined in Section 5.1(i).

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on June 30 of each calendar year.

“Foreign Cash Equivalents” means the foreign equivalent of Cash and Cash Equivalents described in clauses (i), (ii) and (iv) of the definition of Cash Equivalents in respect of each country that is a member of the Organization for Cooperation and Economic Development.

14

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funding Guarantor” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Goldman Sachs” meansGoldman, Sachs & Co.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“GSCP Affiliate” means any other Person directly or indirectly controlling, controlled by, or under common control with GSCP. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to GSCP, means the possession, directly or indirectly, of the power (i) to vote 50% or more of the Securities having ordinary voting power for the election of directors of GSCP or (ii) to direct or cause the direction of the management and policies of GSCP, whether through the ownership of voting securities or by contract or otherwise.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means each of Holdings and each Domestic Subsidiary of Holdings (other than Borrower).

“Guarantor Subsidiary” means each Guarantor other than Holdings.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” shall include, without regard to amount and/or concentration (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic including but not limited to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components, including but not limited to asbestos-containing materials and manufactured products containing Hazardous Materials.

15

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Aeroflex and its Subsidiaries, for the Fiscal Year ending June 30, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Aeroflex and its Subsidiaries for any interim period ended at least 45 days prior to the Closing Date, beginning with the Fiscal Quarter ending March 31, 2007, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii) to the extent any such financial statements are not required to be filed by Aeroflex or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, certified by the chief financial officer of Borrower that they fairly present, in all material respects, the financial condition of Aeroflex and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and, with respect to internally prepared financial statements, the absence of footnotes.

“Holdings” as defined in the preamble hereto.

“Increased-Cost Lender” as defined in Section 2.23.

“Incremental Amount” means an amount of Indebtedness under the Senior Secured Credit Facility (or replacements, extensions or refinancings thereof) equal to the lesser of (i) $75,000,000 and (ii) such lesser amount if, as of the last day of the most recently ended Fiscal Quarter, the Senior Secured Leverage Ratio shall exceed 3.75:1.00 after giving effect to the incurrence of such Indebtedness; provided that, both before and after giving effect to such Indebtedness, no Default or Event of Default shall exist on the date on which such Indebtedness is incurred.

16

“Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (excluding accounts payable in the ordinary course of business consistent with past practices which are classified as current liabilities in accordance with GAAP); (iv) any obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations once earned (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person but limited to the fair market value of such property; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Indebtedness under (i)-(vii) above of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the Indebtedness under (i)-(vii) above of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an Indebtedness under (i)-(vii) above of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; to the extent required to be reflected on a balance sheet of such Person. Notwithstanding the foregoing, (i) Indebtedness shall not include any amounts relating to accrued expenses, preferred Equity Interests, deferred rent, deferred taxes, obligations under employment agreements and deferred compensation (including amounts payable pursuant to the Advisory Agreement which are deferred or accrued) and (ii) in connection with the Existing Letters of Credit or any Permitted Acquisition or other acquisition otherwise permitted hereunder or consented to by the Lenders or consummated prior to the Closing Date, Indebtedness shall not include reimbursement obligations in respect of such Existing Letters of Credit or any letter of credit assumed in such Permitted Acquisition or other acquisition, the payment of which is either fully (x) backed by a letter of credit under the Senior Secured Credit Facility or (y) cash collateralized.

17

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee or engagementletter) delivered by any Agent or any Lender to Borrower or Sponsor with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

“Indemnitee” as defined in Section 10.3.

“Insolvency or Liquidation Proceeding” shall mean (i) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Credit Party; (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Credit Party or with respect to a material portion of their respective assets; (iii) any liquidation, dissolution, reorganization or winding up of any Credit Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Credit Party.

“Intercompany Note” means a promissory note substantially in the form of Exhibit L evidencing Indebtedness owed among the Credit Parties and their Subsidiaries.

“Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan.

18

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two- or three-months, as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date, Conversion Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period with respect to any portion of any Loan shall extend beyond such Loan’s maturity date (including, in the case of the Interim Loans, the Interim Loan Maturity Date).

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holdings and its Subsidiaries’ operations and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Interim Loan” means a term loan made by a Lender to a Borrower pursuant to Section 2.1(a).

“Interim Loan Maturity Date” means the earlier of (i) the one-year anniversary of the Closing Date, and (ii) the date that all Interim Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Interim Loan Note” means a promissory note evidencing an Interim Loan, substantially in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than Holdings or any Guarantor Subsidiary), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Holdings or any of its Subsidiaries to any other Person (other than Holdings or any Guarantor Subsidiary), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment minus the amount received, if any, upon the sale, liquidation, repayment or return of such Investment.

19

“IPO” means a bona fide underwritten initial public offering of Equity Interests of Holdings (or the direct or indirect parent of Holdings) pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind for security (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means an Interim Loan and a Term Loan.

“Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender; provided, at any time prior to the making of an Interim Loan, the Loan Exposure of any Lender shall be equal to such Lender’s Commitment.

“Loan Note” means any Interim Loan Note or Term Loan Note, as may be issued from time to time.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, properties, assets, or financial condition of Holdings and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender under any Credit Document.

“Material Contract” means any contract or other written agreement to which Holdings or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

20

“Merger” means the merger of AX Acquisition with and into Aeroflex, with Aeroflex as the surviving corporation.

“Moody’s” means Moody’s Investor Services, Inc.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate; provided that such narrative report may be in the form of a management’s discussion and analysis of financial condition and results of operations customarily included in filings made with the Securities and Exchange Commission.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Asset Sale (net of purchase price adjustments reasonably expected to be payable in connection therewith; provided that to the extent such purchase price adjustment is determined to be not payable or is otherwise not paid within 180 days of such Asset Sale (other than as a result of a dispute with respect to such purchase price adjustment which is subject to a resolution procedure set forth in the applicable transaction documents), such proceeds shall constitute Net Asset Sale Proceeds), minus (ii) any bona fide costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale and any transfer, documentary or other taxes payable by seller in connection therewith, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale including pension and other post-employment benefit liabilities and liabilities related to environmental matters and liabilities under indemnification obligations associated with such Asset Sale, and (d) brokerage fees, accountants’ fees, investment banking fees, legal fees, costs and expenses, survey costs, title insurance premiums and other customary fees actually incurred in connection with such Asset Sale.

21

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such casualty, event, taking or sale and (c) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

“Non-Consenting Lender” as defined in Section 2.23.

“Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Non-US Lender” as defined in Section 2.20(c).

“Notice” means a Funding Notice or a Conversion/ Continuation Notice.

“Obligations” means all obligations of every nature of each Credit Party, including obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them, under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.

“Obligee Guarantor” as defined in Section 7.7.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any other Person, comparable instruments and documents, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

22

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Acquisition” means any acquisition by the Borrower or any of its wholly-owned Subsidiaries (except for qualifying shares), whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided,

(i)immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii)all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii)in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or any Guarantor Subsidiary thereof, and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.10;

(iv)[Reserved];

(v)Borrower shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, all relevant financial information (to the extent received by Borrower) with respect to such acquired assets, including the aggregate consideration for such acquisition and (B) promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) quarterly and annual financial statements (to the extent received by Borrower) of the Person whose Equity Interests or assets are being acquired for the twelve month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available; and

(vi)any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

23

“Platform” as defined in Section 5.1(o).

“Potential ATS Sale” means the sale or other disposition of Subsidiaries involved in and assets used in the design, development, manufacture, marketing and sales of, and related services for, next generation, specialty test and measurement systems, including hardware and software, for the wireless, military, aerospace, defense, broadband communication and avionics markets, consistent with Borrower's financial segment reporting as in effect on the Closing Date.

“Potential Radar Sale” means the sale, discontinuation or other disposition, in whole or in part, of the business of developing and manufacturing leading radar cross section and radar tracking systems for military applications.

“Potential Wireless Sale” means the sale or other disposition of Racal Instruments Wireless Solutions Limited, Aeroflex Cambridge Ltd. and their respective Subsidiaries and assets used in the design, development, manufacture, production, integration, marketing and sales of, and services for, specialty test and measurement systems, including hardware, software and digital wireless testing and measurement solutions, for the wireless markets, including manufacturers within the wireless cellular industry and wireless service providers.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for Administrative Agent, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

"Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs and related adjustments (i) that were directly attributable to a Subject Transaction that occurred during the four quarter period or after the end of the four quarter period and on or prior to the applicable Calculation Date and calculated on a basis that is (a) consistent with Regulation S-X under the Securities Act as in effect and applied as of the Closing Date or (b) otherwise reasonably satisfactory to the Administrative Agent, (ii) that were actually implemented in connection with such Subject Transaction, and prior to the applicable Calculation Date that are supportable and quantifiable by the underlying accounting records, or (iii) that relate to such Subject Transaction and that Borrower reasonably determines are probable (and reasonably satisfactory to the Administrative Agent) based upon specifically identifiable actions to be taken within 18 months of the date of the Subject Transaction; provided that the aggregate amount of cost savings added pursuant to this definition shall not exceed (x) for the one year period following the Closing Date with respect to the Acquisition, an aggregate amount equal to $24,500,000, which amount shall be reduced each Fiscal Quarter following the first Fiscal Quarter ending after the Closing Date by twenty-five percent (25%) of such initial aggregate amount, and (y) with respect to Subject Transactions (other than the Acquisition), an aggregate amount equal to $20,000,000 during each twelve month period following the Closing Date (provided no amounts shall be carried forward to any succeeding twelve month period), which allocated amount shall be reduced each Fiscal Quarter following the date of such Subject Transaction by twenty-five percent (25%) of such initial allocated amount, in each case with respect to clauses (x) and (y) with any increase in such amounts subject to the Administrative Agent’s sole discretion and with calculations certified by the Chief Financial Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent.

24

“Projections” as defined in Section 4.8.

“Pro Rata Share” means with respect to all payments, computations and other matters relating to the Loan of any Lender, the percentage obtained by dividing (a) the Loan Exposure of that Lender by (b) the aggregate Loan Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Loan Exposure of all Lenders.

“Real Estate Asset” means, at any time of determination, any fee interest then owned by any Credit Party in any real property.

“Refinancing Date” means the first date on which Exchange Notes are issued pursuant to Section 2.3 hereof.

“Register” as defined in Section 2.7(b).

“Registration Rights Agreement” means the registration rights agreement, to be dated on or prior to August 15, 2008, among Borrower, the Subsidiary Guarantors and the Administrative Agent, on behalf of the Lenders and holders of Exchange Notes, pursuant to which the Borrower will agree to file a shelf registration statement with respect to the Exchange Notes under which the Exchange Notes will be registered for public sale.

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“Related Agreements” means, collectively, the Senior Secured Credit Documents, the Subordinated Unsecured Credit Documents, the Acquisition Agreement, the Exchange Note Indenture, the Exchange Notes and the Registration Rights Agreement.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

25

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Lender” as defined in Section 2.23.

“Requisite Lenders” means one or more Lenders having or holding Loan Exposure and representing more than 50% of the aggregate Loan Exposure of all Lenders.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Holdings or Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Holdings or Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Holdings or Borrower now or hereafter outstanding; (iv) management or similar fees payable to Sponsors or any of their Affiliatesand (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to subordinated Indebtedness permitted hereunder.

“Revolving Commitments” means the commitments of lenders under the Senior Secured Credit Facility to make or otherwise fund a revolving loan and to acquire participations in letters of credit and swing line loans under the Senior Secured Credit Facility.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Officer” means, with respect to any Person other than a natural person, the President, Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer of such Person.

26

“Senior Secured Credit Documents” meansthe Senior Secured Credit Facility, the notes issued thereunder, if any, the Collateral Documents (as defined therein), any documents or certificates executed by Borrower in favor of an issuing bank relating to Letters of Credit (as defined therein) and each other document executed in connection with the foregoing.

“Senior Secured Credit Facility” means the Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition, Holdings, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time, and GSCP, as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of this Agreement.

“Senior Secured Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Senior Secured Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“Senior Secured Term Loans” means the term loans made to Borrower pursuant to the Senior Secured Credit Facility.

"Significant Subsidiary" means any Subsidiary of Holdings that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof; provided, however, at all times Borrower shall be deemed to be a “Significant Subsidiary”.

“Solvency Certificate” means a Solvency Certificate substantially in the form of Exhibit G-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets on a going concern basis; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Sponsor” means The Veritas Capital Fund III, L.P., AX Holding LLC, Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Investment Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV, LLC-series C, CCG AV, LLC-series I, and GS Direct, L.L.C., together with their respective Affiliates.

27

"Subject Transaction" means any of the transactions contemplated by the Credit Documents or any Related Agreement, any future acquisition, investment, disposition, issuance, incurrence or repayment of Indebtedness, offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation, multi-year strategic initiative or any other specified action made by Borrower or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by Borrower or any of its Subsidiaries, and including any related financing transactions and including increases in ownership of Subsidiaries (including any transaction giving rise to the need to make such calculation).

“Subordinated Exchange Note Indenture” means an indenture relating to the Subordinated Exchange Notes, among Borrower, as issuer, the Subsidiary Guarantors, as guarantors and the Subordinated Exchange Note Trustee.

“Subordinated Exchange Note Trustee” means the trustee under the Subordinated Exchange Note Indenture, and each of its successors in such capacity.

“Subordinated Exchange Notes” means the senior subordinated unsecured exchange notes of Borrower, guaranteed by the Subsidiary Guarantors, to be issued from time to time by the Borrower under the Subordinated Exchange Note Indenture and authenticated by the Subordinated Exchange Note Trustee and delivered in exchange for SubordinatedUnsecured Term Loans in an equal principal amount (including any capitalized interest) from time to time pursuant to Section 2.3 of the Subordinated Unsecured Credit Facility.

“Subordinated Registration Rights Agreement” means the registration rights agreement among Borrower, the Subsidiary Guarantors and the Administrative Agent, on behalf of the Lenders and holders of Subordinated Exchange Notes, pursuant to which the Borrower will agree to file a shelf registration statement with respect to the Subordinated Exchange Notes under which the Subordinated Exchange Notes will be registered for public sale.

“Subordinated Unsecured Credit Documents” means, collectively, the Subordinated Unsecured Credit Facility and each other document executed in connection with the Subordinated Unsecured Credit Facility (other than the Subordinated Exchange Note Indenture, the Subordinated Exchange Notes and the Subordinated Registration Rights Agreement).

“Subordinated Unsecured Credit Facility” means the Exchangeable Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition, Holdings, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of this Agreement.

“Subordinated Unsecured Indebtedness” means the obligations of Borrower and certain Credit Parties pursuant to the Subordinated Unsecured Credit Documents and any other unsecured subordinated Indebtedness issued in exchange for, or the proceeds of which are applied to repay, such obligations.

28

“Subordinated Unsecured Interim Loans” means the term loans made on August 15, 2007 to the Borrower pursuant to Section 2.1(a) of the Subordinated Unsecured Credit Facility and additional term loans issued as payment of interest thereon in the form of additional Indebtedness with the same terms.

“Subordinated Unsecured Term Loans” means the term loans made to the Borrower pursuant to Section 2.2 of the Subordinated Unsecured Credit Facility and additional term loans issued as payment of interest thereon in the form of additional Indebtedness with the same terms.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. For purposes of this Agreement, the term “Subsidiary” shall not include the Persons listed on Schedule 1.1(a) hereto (each an “Inactive Subsidiary”); provided that to the extent any Inactive Subsidiary listed on Schedule 1.1(a) shall cease to be inactive as determined by its respective Secretary of State office, it shall no longer be deemed an Inactive Subsidiary and shall be deemed a Subsidiary hereunder and shall become a party to this Agreement and any other Credit Document and execute and deliver guarantees supporting the Obligations of any of the Credit Parties as reasonably determined by the Administrative Agent.

“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

“Term Loan” means a term loan made by a Lender to a Borrower pursuant to Section 2.2.

29

“Term Loan Maturity Date” means the earlier of (i) February 15, 2015, and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Term Loan Note” means a promissory note evidencing a Term Loan, substantially in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

“Terminated Lender” as defined in Section 2.23.

“Total Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day, less the aggregate amount of unrestricted Cash of Borrower and its Subsidiaries in an amount not greater than $15,000,000 on such day, to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“Transaction Costs” means the fees, costs and expenses payable by Holdings, Borrower or any of Borrower’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

“Type of Loan” means a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“U.S. Lender” as defined in Section 2.20(c).

1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Holdings to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial measurements (including the definitions of “Total Leverage Ratio” and “Senior Secured Leverage Ratio”), standards or terms in this Agreement, then Borrower and Administrative Agent agree to enter into negotiations in good faith to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Holding’s and its Subsidiaries’ financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the appropriate Credit Parties and the Requisite Lenders, all financial measurements (including the definitions of “Total Leverage Ratio” and “Senior Secured Leverage Ratio”), standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.

30

1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

1.4. Certain Calculations.

(a) For purposes of determining (i) Consolidated Adjusted EBITDA, (ii) the calculation of the Total Leverage Ratio and (iii) the calculation of the Senior Secured Leverage Ratio (collectively, the “Applicable Calculations”), if any Subject Transaction has occurred during the four-quarter reference period or subsequent to such reference period and on or prior to the applicable Calculation Date (as hereinafter defined), the Applicable Calculations shall be calculated with respect to such period giving pro forma effect, including Pro Forma Cost Savings (and the change in any associated Consolidated Interest Expense, Indebtedness and change in Consolidated Adjusted EBITDA resulting therefrom), whether or not such Pro Forma Cost Savings (other than with respect to clause (i) of the definition of Pro Forma Cost Savings) complies with Regulation S-X, as if they had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Subsidiary of Borrower or was merged with or into Borrower or any Subsidiary of Borrower since the beginning of such period) shall have made any Subject Transaction that would have required adjustment pursuant to this provision, then the Applicable Calculations shall be calculated giving pro forma effect thereto for such period as if such Subject Transaction had occurred at the beginning of the applicable four-quarter period.

(b) In the event that Borrower or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness (other than working capital borrowings, unless such Indebtedness has been permanently repaid) or issues, repurchases, or redeems preferred stock or Disqualified Equity Interests subsequent to the commencement of the period for which the Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations are being calculated (the "Calculation Date"), then the Applicable Calculations will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

(c) If since the beginning of such period any Person (that subsequently became a Subsidiary of Borrower or was merged with or into Borrower or any Subsidiary of Borrower since the beginning of such period) shall have made any Subject Transaction that would have required adjustment pursuant to this Section 1.4, then the Applicable Calculations shall be calculated giving pro forma effect thereto for such period as if such Subject Transaction had occurred at the beginning of the applicable four-quarter period;

31

(d) In calculating the Applicable Calculations, the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the applicable Calculation Date, will be excluded (including by adding back the amount of any attributable Consolidated Adjusted EBITDA that was negative);

(e) In calculating the Applicable Calculations, the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the applicable Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of Borrower or any of its Subsidiaries following the applicable Calculation Date;

(f) In calculating the Applicable Calculations, any Person that is a Subsidiary on the applicable Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter period;

(g) In calculating the Applicable Calculations, any Person that is not a Subsidiary on the applicable Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter period;

(h) In calculating the Applicable Calculations, if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the applicable Calculation Date had been the applicable rate for the entire period after giving effect to the operation of any Hedge Agreement applicable to such Indebtedness; and

(i) In calculating the Applicable Calculations, interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period.

SECTION 2. LOANS

2.1. Interim Loans.

(a) Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, an Interim Loan to Borrower in an amount equal to such Lender’s Commitments. Borrower may make only one borrowing under the Commitments, which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.2, 2.13(a) and 2.14, all amounts owed hereunder with respect to the Interim Loans shall be paid in full no later than the Interim Loan Maturity Date. Each Lender’s Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date.

32

(b) Borrowing Mechanics for Interim Loans.

(i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one (1) Business Day prior to the Closing Date for Interim Loans that are Base Rate Loans and no later than three (3) Business Days prior to the Closing Date for Interim Loans that are Eurodollar Rate Loans. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Interim Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the applicable conditions precedent specified herein, Administrative Agent shall make the proceeds of the Interim Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower.

2.2. Conversion of Interim Loans to Term Loans. If on August 15, 2008 (i) the Interim Loans have not been paid in full, (ii) no Conversion Default exists, (iii) no order, decree, injunction or judgment enjoining the conversion of Interim Loans to Term Loans is in effect, and (iv) the Administrative Agent receives an officers’ certificate from Borrower certifying to the foregoing, then, on the Conversion Date, all outstanding Interim Loans shall be converted to Term Loans maturing on the Term Loan Maturity Date. Subject to Sections 2.3, 2.13(a) and 2.14, all outstanding Term Loans shall be paid in full no later than the Term Loan Maturity Date.

2.3. Option to Exchange Term Loans for Exchange Notes.

(a) On any Business Day on or after the Conversion Date (if any), any Lender may elect to exchange all or any portion of its Term Loan for one or more Exchange Notes by giving not less than five Business Days’ prior irrevocable written notice of such election, in the form of Exhibit A-3 hereto, to Borrower, the Administrative Agent and the Exchange Note Trustee specifying the principal amount of its Term Loan to be exchanged (which shall be at least $1,000,000 and integral multiples of $1,000 in excess thereof) and subject to the terms of the Exchange Note Indenture, the name of the proposed registered holder and the amount of each Exchange Note requested (each such notice, an “Exchange Notice”); provided that in no event shall the aggregate principal amount of the Term Loans initially exchanged pursuant to this Section 2.3(a) be less than $50,000,000. Any such exchanging Lender shall deliver its Loan Notes, if any, to the Administrative Agent within five Business Days following delivery of an Exchange Notice. Term Loans exchanged for Exchange Notes pursuant to this Section 2.3(a) shall be deemed repaid and canceled and the Exchange Notes so issued shall be governed by and construed in accordance with the provisions of the Exchange Note Indenture.

(b) Not later than the fifth Business Day after delivery of an Exchange Notice:

33

(i) the Administrative Agent shall deliver to Borrower the original Loan Notes, if any, delivered to it by the exchanging Lender pursuant to Section 2.3(a);

(ii) Borrower shall cancel each Loan Note so delivered to it and, if applicable, Borrower shall issue a replacement Loan Note to such Lender in an amount equal to the principal amount of such Lender’s Term Loan that is not being exchanged, or Borrower shall make a notation on the surrendered Loan Note to the effect that a portion of the Term Loan represented thereby has been repaid;

(iii) Borrower shall authorize, execute and deliver, and shall use all commercially reasonable efforts (including providing the Exchange Note Trustee with such corporate records, certificates, legal opinions and other customary documents reasonably requested by the Exchange Note Trustee) to cause the Exchange Note Trustee to authenticate and deliver to the Administrative Agent, for delivery to such Lender or its designee, Exchange Notes, in accordance with the terms of this Agreement and the Exchange Note Indenture; and

(iv) Borrower shall deliver or cause to be delivered any legal opinions, officers’ certificates, resolutions or other documents reasonably requested by Administrative Agent in connection with the issuance of the Exchange Notes.

(c) Each Exchange Note issued to a Lender pursuant to this Section 2.3 shall bear interest at a fixed rate equal to the rate per annum borne by the applicable Term Loans on the date that such Exchange Notes are issued in exchange for such Term Loans, shall mature on February 15, 2015, and shall have the other terms (including covenants and redemption provisions) contained in the Exchange Note Indenture.

(d) The Exchange Notes to be issued to any Lender shall be issued in an aggregate principal amount equal to the principal amount (including capitalized interest) specified by such Lender in the Exchange Notice, payable to such Lender or its nominee in such amounts as may be specified therein. On the day such Exchange Notes are issued, Borrower shall pay to the Administrative Agent, for account of such Lender, all unpaid interest accrued to such day on the Term Loans that are the subject of the exchange; provided, however, no additional amounts shall be payable under Section 2.18(c) if such day is not the last day of an Interest Period.

2.4. [Reserved].

2.5. Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder.

34

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds. The proceeds of the Interim Loans shall be applied by Borrower to fund the Acquisition (including refinancing or retiring on the Closing Date any existing debt and preferred stock of Borrower and its Subsidiaries) and all transaction costs, fees, commissions and expenses incurred in connection with the Acquisition. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect any Borrower’s Obligations in respect of any applicable Loans; and providedfurther, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Borrower’s Obligations in respect of any Loan. Borrower hereby designates GSCP to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agree that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

35

(c) Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) one or more Loan Notes to evidence such Lender’s Loan.

2.8. Interest on Loans.

(a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

provided that each Loan shall not bear interest for any day at a rate (excluding the effect of any increase in interest rate pursuant to Section 2.10) (i) less than 9.5% per annum or (ii) greater than 11.75% per annum.

(b) The basis for determining the rate of interest with respect to any Loan and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than two (2) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

36

(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan, the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

2.9. Conversion/Continuation.

(a) Subject to Section 2.18 and so long as no Default under Section 8.1(a) or Event of Default shall have occurred and then be continuing, Borrower shall have the option:

(i) to convert at any time all or any part of any Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b) Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

37

2.10. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), (a) all amounts of all Interim Loans and other Obligations thereunder or related thereto not paid when due and (b) all amounts of all Term Loans shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees.

(a) [Reserved].

(b) [Reserved].

(c) [Reserved].

(d) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12. [Reserved].

2.13. Voluntary Prepayments.

(a) Voluntary Prepayments.

(i) Any time and from time to time:

(1) with respect to Base Rate Loans, Borrower may prepay any such Loans without penalty or premium on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, or, if less, the entire principal amount thereof then outstanding; and

38

(2) with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans without penalty or premium (other than pursuant to Section 2.18(c)) on any Business Day in whole or in part in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount, or, if less, the entire principal amount thereof then outstanding.

(ii) All such prepayments shall be made:

(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Loans by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

2.14. Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales. No later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Asset Sale Proceeds; provided, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of prepayment, to prepay, repay or repurchase Indebtedness under the Senior Secured Credit Facility within three Business Days of receipt thereof.

(b) Insurance/Condemnation Proceeds. No later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) to prepay, repay or repurchase Indebtedness under the Senior Secured Credit Facility within twelve months (or, if the reinvestment period has been extended pursuant to clause (iii) below, eighteen months) of receipt thereof, (ii) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof in other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof or (iii) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

39

(c) Issuance of Debt. On the first Business Day after the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence by Holdings or any of its Subsidiaries of (i) any Indebtedness not permitted to be incurred under this Agreement, or (ii) any Indebtedness permitted to be incurred under Section 6.1(q) of this Agreement (other than the Term Loans and the Exchange Notes, the incurrence of which shall not result in any mandatory prepayment so long as such Term Loans and Exchange Notes result in a commensurate reduction in the amount of the Loans as provided herein), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, subject, in the case of clause (i), to the required prior repayment of amounts under the Senior Secured Credit Facility.

(d) Issuance of Equity Securities. On the first Business Day after date of receipt by Holdings or Borrower of any proceeds from a capital contribution to, or the issuance of any Equity Interests of, Holdings or Borrower, Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that this clause (d) shall not apply to proceeds from any issuance and sale of Equity Interests (i) to any of, or a group of, the Sponsors, (ii) to directors, officers, employees or members of management of Holdings or any of its Subsidiaries pursuant to stock option plans, stock compensation plans, benefit plans, equity subscription plans or similar arrangements or agreements, (iii) used to exercise a “Cure Right” under the Senior Secured Credit Facility or any similar provision under any extensions, replacements or refinancings thereof within 15 days of receipt thereof or (iv) used for Acquisition Consideration or the payment of Indebtedness incurred in connection with a Permitted Acquisition within 60 days of receipt thereof.

(e) [Reserved].

(f) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(d), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

(g) No Prepayment Premium or Penalties. Payments made by the Borrower pursuant to this Section 2.14 shall in no event include any prepayment premium, penalty or other similar fee.

40

2.15. Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of Loans pursuant to Section 2.13(a) shall be applied as specified by Borrower in the applicable notice of prepayment; provided, in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to prepay the Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

(b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) shall be applied to prepay Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

(c) [Reserved].

(d) Any prepayment of Loans shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

2.16. General Provisions Regarding Payments.

(a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

41

(e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

(f) Borrower hereby authorizes Administrative Agent to charge Borrower’s account with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal and interest due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(h) If an Event of Default under Sections 8.1(f) or (g) shall have occurred and not otherwise been waived or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or the Borrower does not repay the Loans on the Interim Loan Maturity Date or the Term Loan Maturity Date, as applicable, all payments, distributions (including distributions in any Insolvency or Liquidation Proceeding pursuant to a plan or otherwise) and all other amounts or property collected or received on account of any Obligation shall be applied in the following order of priority:

(i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent in connection with any collection or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable));

(ii) second, to the Lenders, an amount equal to all Obligations owing to them in respect of the Loans on the date of any distribution, including any amounts in respect of post-petition interest in any Insolvency or Liquidation Proceeding (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable)); and

42

(iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

2.17. Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, giving effect to the provisions of Section 2.16(h), then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, giving effect to the provisions of Section 2.16(h), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.18. Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.

43

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.

44

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

2.19. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

45

(b) Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c) Notwithstanding anything to the contrary contained herein, Borrower will not be required to compensate any Lender for any such increased costs or reduced return incurred by such Lender more than six (6) months prior to such Lender’s written request to Borrower for such compensation.

2.20. Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or Agent, franchise taxes imposed in lieu of net income taxes or any branch profits taxes imposed by the U.S. or any similar tax imposed by any Governmental Authority) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

46

(b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

47

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI , or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

(d) Refunds. If Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Credit Party or with respect to which a Credit Party has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Credit Party, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.20(d) shall not be construed to require the Administrative Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

48

2.21. Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.22. [Reserved].

2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section  2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

49

2.24. [Reserved].

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

(a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document required to be delivered as of the Closing Date originally executed and delivered by each applicable Credit Party for each Lender.

(b) Organizational Documents; Incumbency. Administrative Agent shall have received (i) a satisfactory copy of each Organizational Document of each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (or the equivalent thereof) from the applicable Governmental Authority, if such a concept exists in such jurisdiction, of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date.

50

(c) Capitalization of Holdings and Borrower. On or before the Closing Date:

(i) Holdings shall have received gross proceeds from Sponsor and other co-investors and management of common equity contributions to be equal to an aggregate amount of not less than $372,000,000 and contributed such proceeds to the Borrower;

(ii) Borrower shall have entered into the Senior Secured Credit Facility in an aggregate amount of $575,000,000, consisting of $525,000,000 aggregate principal amount of Senior Secured Term Loans (all of which shall be borrowed on the Closing Date) and $50,000,000 aggregate principal amount of Revolving Commitments (under which no more than $10,000,000 of revolving borrowings exclusive of up to $15,000,000 of letters of credit (it being agreed that Borrower may cash collateralize or employ back to back letters of credit in respect of the Existing Letters of Credit) shall be made on the Closing Date); and

(iii) Borrower shall have entered into the Subordinated Unsecured Credit Facility in an aggregate amount of $120,000,000, consisting entirely of Subordinated Unsecured Interim Loans (all of which shall be borrowed on the Closing Date).

(d) Consummation of Transactions Contemplated by Related Agreements.(i) All conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Agreement shall have been satisfied or waived (with the prior consent of the Administrative Agent and Syndication Agent if the Administrative Agent and Syndication Agent reasonably determine such waiver is materially adverse to the Lenders) and (ii) the Acquisition shall have become effective in accordance with the terms of the Acquisition Agreement.

(e) Existing Indebtedness. On the Closing Date, Holdings and its Subsidiaries shall have (i) repaid in full all Existing Indebtedness, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder (or the cash collateralization thereof) or the issuance of letters of credit under the Senior Secured Credit Facility to support the obligations of Holdings and its Subsidiaries with respect thereto.

(f) Transaction Costs. Borrower shall have Transaction Costs (other than fees payable to any Agent and any “Agent” as defined under the Senior Secured Credit Facility and the Subordinated Unsecured Credit Facility, respectively) in the approximate amount of $60,000,000.

(g) Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Related Agreements except where the failure to obtain such Governmental Authorizations or consents could not reasonably be expected to have a Material Adverse Effect, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent.

51

(h) [Intentionally Omitted.]

(i) [Reserved]

(j) Financial Statements. Lenders shall have received from Holdings (i) the Historical Financial Statements and (ii) pro forma financial statements, in each case meeting the requirements of Regulation S-X for Form S-1 registration statements.

(k) [Intentionally Omitted].

(l) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Schulte, Roth & Zabel LLP, special New York counsel for Credit Parties, in the form of Exhibit D and as to such other matters as Administrative Agent or Syndication Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

(m) Fees. Borrower shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11.

(n) Solvency Certificate. On the Closing, Date Administrative Agent shall have received a Solvency Certificate from Borrower and the Guarantors, on a consolidated basis, in form, scope and substance satisfactory to Administrative Agent, and demonstrating that after giving effect to the consummation of the Acquisition and any rights of contribution, each of the Borrower and its Guarantors, on a consolidated basis are and will be Solvent.

(o) Closing Date Certificate. Holdings and Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(p) Closing Date. Lenders shall have made the Interim Loans to Borrower on or before August 15, 2007.

(q) No Litigation. There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent and Syndication Agent, singly or in the aggregate, impairs the financing of the Acquisition or affects any Credit Document, any Subordinated Unsecured Credit Document or any Senior Secured Credit Document, except that could not reasonably be expected to have a Material Adverse Effect.

52

(r) Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent or Syndication Agent and its counsel shall be satisfactory in form and substance to Administrative Agent and Syndication Agent and such counsel, and Administrative Agent, Syndication Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent or Syndication Agent may reasonably request.

(s) Letter of Direction. Administrative Agent shall have received a duly executed letter of direction from Borrower addressed to Administrative Agent, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

(t) Representations and Warranties. The representations and warranties set forth in each of Sections 4.1, 4.3, 4.4(a)(ii), 4.6, 4.9, 4.17 and 4.18 shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(u) Patriot Act. At least 5 days prior to the Closing Date, the Agent shall have received from the Credit Parties all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

(v) Advisory Agreement. Administrative Agent shall have received a duly executed copy of the Advisory Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(w) Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC. The Administrative Agent shall have received a duly executed copy of the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, which shall provide for GS Direct, L.L.C. to have the right to transfer up to thirty percent (30%) of its equity interests in VGG Holding LLC held by it on the Closing Date to one or more Persons upon the prior written consent of each of The Veritas Capital Fund III, L.P., AX Holding LLC, Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV, LLC-series C and CCG AV, LLC-series I.

3.2. Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

53

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice;

(ii) [Reserved];

(iii) as of such Credit Date (other than the Closing Date), the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and

(iv) as of such Credit Date (other than the Closing Date), no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the circumstances.

(b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing or conversion/continuation, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document or other matter required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender, on the Closing Date and on each Credit Date (except if such representations and warranties pertain to an earlier date) that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Acquisition):

54

4.1. Organization; Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2. Equity Interests and Ownership. Each of the Equity Interests of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date after giving effect to the Acquisition.

4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4. No Conflict. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; except in the case of clauses (i) and (iii), to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens permitted under the Credit Documents); or (d) require any approval of stockholders, members or partners or any approval or consent of any non-governmental Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain could not be reasonably expected to have a Material Adverse Effect.

55

4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as have been obtained or made and are in full force and effect or when the failure of which to be so made or delivered could not reasonably be expected to have a Material Adverse Effect.

4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7. Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to, with respect to internally prepared financial statements, the absence of footnotes and changes resulting from audit and normal year-end adjustments.

4.8. Projections. On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2012 (the “Projections”) are based on good faith estimates and assumptions made by the management of Holdings; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.

4.9. No Material Adverse Change. Since June 30, 2006, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10. [Intentionally Omitted.]

4.11. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

56

4.12. Payment of Taxes. Except as otherwise permitted under Section 5.3, all federal and state income tax returns and all other material tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Holdings knows of no proposed tax assessment against Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.13. Properties. Each of Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.8. Except as set forth on Schedule 4.13 or otherwise permitted by this Agreement, all such properties and assets are free and clear of Liens.

4.14. Environmental Matters. Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law. To each of Holdings’ and its Subsidiaries’ knowledge, there are and have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To each of Holdings’ and its Subsidiaries’ knowledge, no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

4.15. No Defaults. Neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

57

4.16. [Intentionally Omitted].

4.17. Governmental Regulation. Neither Holdings nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.18. Margin Stock. Neither Holdings nor any of its Subsidiaries owns any Margin Stock.

4.19. Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the knowledge of Holdings and Borrower, threatened in writing against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the knowledge of Holdings and Borrower, threatened in writing against any of them, (b) no strike or work stoppage in existence or threatened in writing involving Holdings or any of its Subsidiaries, and (c) to the knowledge of Holdings and Borrower, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.20. Employee Benefit Plans. Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except where noncompliance could not be reasonably likely to result in liability in excess of $10,000,000. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that is reasonably likely to result in liability in excess of $10,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan and there has been no determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is less than $10,000,000. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

58

4.21. Certain Fees. No broker’s or finder’s fee or commission will be payable by Credit Parties with respect to the transactions contemplated by the Related Agreements, except as payable to the Agents and the Lenders and as set forth on Schedule 4.21.

4.22. Solvency. The Credit Parties, on a consolidated basis, are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

4.23. Acquisition Agreement.

(a) Delivery. Holdings and Borrower have delivered to Administrative Agent a complete and correct copy of (i) the Acquisition Agreement and of all exhibits and schedules thereto as of the date hereof and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver of the Acquisition Agreement entered into after the date hereof.

(b) Conditions Precedent. On the Closing Date, (i) all of the conditions to effecting or consummating the Acquisition set forth in the Acquisition Agreement have been duly satisfied or waived (with the prior consent of the Administrative Agent if the Administrative Agent reasonably determines such waiver is materially adverse to the Lenders), and (ii) the Acquisition has been consummated in accordance with the Acquisition Agreement and all applicable laws.

4.24. Compliance with Statutes, etc. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

59

4.25. Disclosure. The representations or warranties of the Credit Parties contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent or Lender by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby concerning the Credit Parties or the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact (known to Holdings or Borrower, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Holdings or Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings or Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished by Credit Parties to Lenders for use in connection with the transactions contemplated hereby.

4.26. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.27. Private Offering; Rule 144A Matters.

(a) Neither Borrower nor any Guarantor has issued or sold Loans, the instruments evidencing such Loans, or Exchange Notes to anyone other than the Lenders. No securities of the same class as the Loans, the instruments evidencing such Loans, or the Exchange Notes have been issued or sold by Borrower or any Guarantor within the six-month period immediately prior to the date hereof. Borrower and each Guarantor agrees that neither it, nor anyone acting on its behalf, will (i) offer the Loans, the instruments evidencing such Loans or the Exchange Notes so as to subject the making, issuance and/or sale of the Loans, the instruments evidencing such Loans or the Exchange Notes, to the registration or prospectus delivery requirements of the Securities Act or (ii) offer any similar securities for issuance or sale to, or solicit any offer to acquire any of the same from, or otherwise approach or negotiate with respect to the same with, anyone if the issuance or sale of the Loans, the instruments evidencing such Loans, the Exchange Notes and any such securities would be integrated as a single offering for the purposes of the Securities Act, including without limitation, Regulation D thereunder, in such a manner as would require registration under the Securities Act thereof. Each Loan Note and (subject to the terms of the Exchange Note Indenture) each of the Exchange Notes shall have a legend setting forth the restrictions on the transferability thereof imposed by the Securities Act for so long as such restrictions apply.

60

(b) In the case of each offer, sale or issuance of the Loans or the Exchange Notes, no form of general solicitation or general advertising was or will be used by Borrower or any Guarantor or their representatives, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; provided that no representation or warranty is made with respect to the conduct of the Lenders or their Affiliates (other than GS Direct, L.L.C., Holdings or any Subsidiary of Holdings).

(c) The Exchange Notes will be eligible for resale pursuant to Rule 144A under the Securities Act. When the Exchange Notes are issued, authenticated and delivered pursuant to the Exchange Note Indenture, they will not be of the same class (within the meaning of Rule 144A(d) (3) under the Securities Act) as any other security of Borrower or any Guarantor that is listed on a national securities exchange registered under Section 6 of the Exchange Act or that is quoted in a United States automated interdealer quotation system. Neither the issuance of the Exchange Notes nor the execution, delivery and performance of the Credit Documents and Related Agreements (other than the Registration Rights Agreement) will require the qualification of an indenture under the Trust Indenture Act.

4.28. Senior Debt and Designated Senior Debt. This Agreement, the Loans created hereunder and all present and future Obligations constitute (or will constitute, in the case of the Exchange Notes, if any) the “Senior Unsecured Credit Facility,” “Senior Debt” and “Designated Senior Debt” under and as such terms are defined in the Subordinated Unsecured Credit Facility and in the Subordinated Exchange Notes, if any. Without limiting the foregoing, all present and future Obligations are hereby designated as “Senior Debt” and “Designated Senior Debt” in each case as such terms are used in the Subordinated Unsecured Credit Facility and in the Subordinated Exchange Notes, if applicable.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification Obligations), each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports. Holdings will deliver to Administrative Agent, (with sufficient copies for Lenders):

(a) Monthly Reports. So long as any Interim Loan or Subordinated Unsecured Interim Loanremains outstanding, as soon as available, and in any event within 45 days after the end of each month ending after the Closing Date, commencing with September 2007, the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such month and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto.

61

(b) Quarterly Financial Statements. As soon as available, and in any event within 50 days after the end of each Fiscal Quarter of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs, the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail (it being understood that the Form 10-Q filed with the Securities and Exchange Commission shall be acceptable), together with a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto;

(c) Annual Financial Statements. As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail (it being understood that the Form 10-K filed with the Securities and Exchange Commission shall be acceptable), together with a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of KPMG or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

(d) [RESERVED];

62

(e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such section had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for such financial statements in form and substance satisfactory to Administrative Agent upon the reasonable request of the Administrative Agent;

(f) Notice of Default. Promptly upon any Senior Officer of Holdings or Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Holdings or Borrower with respect thereto; (ii) that any Person has given any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;

(g) Notice of Litigation. Promptly upon any Senior Officer of Holdings or Borrower obtaining knowledge of the institution of, or written threat of, any Adverse Proceeding not previously disclosed in writing by Borrower to Lenders, that if adversely determined could be reasonably expected to have a Material Adverse Effect;

(h) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(i) Financial Plan. As soon as practicable and in any event no later than forty-five days after the beginning of each Fiscal Year, a consolidated financial forecast for such Fiscal Year (or portion thereof) (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each such Fiscal Year, and an explanation of the assumptions on which such forecasts are based and (ii) forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each Fiscal Quarter of such Fiscal Year;

63

(j) Insurance Report. A certificate from Borrower’s insurance broker(s) in form and substance satisfactory to Administrative Agent, as reasonably requested by the Administrative Agent, outlining all material insurance coverage maintained as of the date of such certificate by Holdings and its Subsidiaries;

(k) Notice Regarding Material Contracts. Together with the delivery of the quarterly financial statements pursuant to Section 5.1(b) and the annual financial statements pursuant to Section 5.1(c), notice of (i) any Material Contract of Holdings or any of its Subsidiaries constituting in excess of 10% of total revenues of Holdings and its Subsidiaries on a consolidated basis that is terminated and (ii) any default under a Material Contract of Holdings or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, in each case, together with a written statement describing such event and an explanation of any actions being taken with respect thereto;

(l) [Reserved];

(m) [Intentionally Omitted];

(n) Other Information. (A) Promptly upon their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and (ii) all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries, and (B) such other information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender; and

(o) Certification of Public Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains only publicly available information with respect to Holdings and its Subsidiaries may be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains only publicly available information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Nonpublic Information with respect to Holdings, its Subsidiaries and their securities.  Notwithstanding the foregoing, the Borrower shall use commercially reasonably efforts to indicate whether any document or notice contains only publicly available information.

(p) Delivery of Information. Documents required to be delivered pursuant to Sections 5.1(a), 5.1(b), 5.1(c), 5.1(e) or 5.1(i) may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents or provides a link thereto on Borrower’s website on the Internet at the website address listed on Appendix B; or (ii) on which such documents are posted on Borrower’s behalf on the Platform, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

64

5.2. Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect (i) its existence and (ii) all rights and franchises, licenses and permits material to its business; except in the case of clause (ii) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.3. Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries to, pay all material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof, all subject to and in accordance with its usual custom and practice and provided that nothing herein shall be deemed to restrict any Credit Party or any of its Subsidiaries from carrying out alterations and improvements to, or changing the use of, any assets in the ordinary course of its business.

5.5. Insurance. Holdings will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons.

65

5.6. Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon prior reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested but so as not to interfere with the normal business and operations of Borrower; provided that notwithstanding anything to the contrary contained herein, (i) each Lender shall at all times coordinate with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Credit Parties, (ii) a representative of Borrower shall be given the opportunity to be present for any communication with the independent accountants and (iii) so long as no Event of Default shall be continuing, the Credit Parties shall not be obligated to pay for more than one such inspection per calendar year.

5.7. Lenders Meetings. Holdings and Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.9. Environmental.

(a) Environmental Disclosure. Holdings will deliver to Administrative Agent:

(i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims;

(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Holdings’ or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

66

(iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity;

(iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and

(v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.10. Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of Borrower, Borrower shall (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder by executing and delivering to Administrative Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b) and 3.1(l) and any evidence of insurance. With respect to each such Subsidiary, Borrower shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower; and such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof.

67

5.11. Other Agreements.Borrower shall comply with the terms of the Fee Letter and the Engagement Letter, in each case, as such agreement is in effect from time to time.

5.12. Interest Rate Protection. No later than sixty (60) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, Borrower shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness for borrowed money of Holdings and its Subsidiaries outstanding at Closing Date is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.

5.13. Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors.

5.14. Miscellaneous Covenants. Unless otherwise consented to by Agents or Requisite Lenders:

(a)Maintenance of Ratings. At all times, Borrower shall use commercially reasonable efforts to maintain ratings issued by Moody’s and S&P with respect to its senior unsecured debt (it being understood that Borrower is under no obligation to maintain any particular level of rating issued by Moody’s or S&P).

(b)[RESERVED].

5.15. Merger. Borrower shall cause the Merger to occur immediately prior to the funding of Interim Loans on the Closing Date.

5.16. Exchange Note Indenture. Prior to the twelve-month anniversary of the Closing Date:

(a) The Borrower and the Administrative Agent shall negotiate, in good faith, an Exchange Note Indenture, containing the terms specified in Exhibit J hereto and otherwise in a form reasonably acceptable to the Administrative Agent and the Borrower. The Exchange Notes to be issued from time to time pursuant to Section 2.3 of this Agreement, shall be issued in the form set forth in or attached to the Exchange Note Indenture.

(b) The Borrower and each Subsidiary Guarantor shall execute and deliver the Exchange Note Indenture;

68

(c) The Borrower and each Subsidiary Guarantor shall provide to the Administrative Agent and the Exchange Note Trustee copies of resolutions of its Board of Directors approving the execution and delivery of the Exchange Note Indenture, the issuance of the Exchange Notes thereunder, and such related matters as are typically covered in similar transactions, together with a customary certificate of the secretary of the Borrower or such Subsidiary Guarantor certifying such resolutions;

(d) Borrower and the Administrative Agent shall negotiate, in good faith, a Registration Rights Agreement, containing the terms specified in Exhibit J hereto and otherwise in a form reasonably acceptable to the Administrative Agent and the Borrower;

(e) The Borrower and each Subsidiary Guarantor shall execute and deliver the Registration Rights Agreement;

(f) The Borrower and each Subsidiary Guarantor shall provide to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Subsidiary Guarantor certifying such resolutions; and

(g) The Borrower shall use commercially reasonable efforts to provide or cause to be provided, from time to time, such other documents, including but not limited to, corporate records, officer’s certificates, legal opinions, and all other documents customarily required in connection with the issuance of securities in similar transactions, as may be reasonably requested by the Administrative Agent;

provided that, if the Borrower and the Subsidiary Guarantors fail to execute and deliver the Exchange Note Indenture in accordance with the provisions of Section 5.16(a) and 5.16(b), respectively, prior to the twelve-month anniversary of the closing date, then Sections 5.16(a) and 5.16(b) shall be deemed satisfied if the Borrower and each Subsidiary Guarantor (i) execute an Exchange Note Indenture on the twelve-month anniversary of the Closing Date, which Exchange Note Indenture shall contain negative covenants which are substantially similar to those contained within this Agreement, and (ii) comply with the provisions of Sections 5.16(c), 5.16(d), 5.16(e), 5.16(f), and 5.16(g) no later than the twelve-month anniversary of the Closing Date.

SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent indemnification Obligations), such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Obligations;

69

(b) (i) Indebtedness of any Guarantor Subsidiary owing to Borrower or to any other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary, (ii) Indebtedness of any Subsidiary of Borrower that is not a Guarantor owing to Holdings or Borrower or any Subsidiary of Borrower in aggregate principal amount that, together with Indebtedness under clause (ii) of Section 6.1(g), does not exceed at any time $10,000,000 in excess of the amount set forth on Schedule 6.1(b); and (iii) Indebtedness of Holdings or Borrower or any Guarantor Subsidiary owing to any Subsidiary of Holdings or the Borrower that is not a Guarantor Subsidiary; provided, (i) all such Indebtedness shall be evidenced by the Intercompany Note, (ii) all such Indebtedness payable by a Credit Party shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, and (iii) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made;

(c) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, so long as all payments of interest, principal and premium on such Indebtedness are made, when due, with the proceeds from a capital contribution to, or the issuance of any Equity Interests of, Holdings or the Borrower consummated after the Closing Date, Indebtedness consisting of the deferred purchase price of property acquired in a Permitted Acquisition) or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries;

(d) Indebtedness which may be deemed to exist pursuant to any guaranties, letter of credit reimbursement obligations, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

(e) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(f) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

(g) (i) guaranties by Borrower of Indebtedness of a Guarantor Subsidiary or guaranties by a Guarantor Subsidiary or (ii) guaranties of Indebtedness of any Subsidiary (other than a Guarantor Subsidiary as referred to in clause (i) above) not in excess of, together with Indebtedness under clause (ii) of Section 6.1(b), at any time $10,000,000 in excess of the amount set forth on Schedule 6.1(b), of Indebtedness of Borrower or another Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;

(h) Indebtedness in connection with the repurchase otherwise permitted hereunder of equity issued to current or former employees, executives or directors of a Credit Party (including any promissory notes issued by a Credit Party to repurchase equity of employees, executives or directors of a Credit Party) in an amount not to exceed $2,300,000 in the aggregate at any time outstanding;

70

(i) Indebtedness in an amount not to exceed $20,000,000 in the aggregate at any time outstanding when aggregated with amounts under Section 6.1(m) consisting of subordinated Indebtedness of Borrower or any of its Subsidiaries issued to a seller in connection with a Permitted Acquisition and which is subordinated (in a manner customary for a seller note) in right of payment to the Obligations, so long as all payments of interest, principal and premium on such Indebtedness are made, when due, with the proceeds from a capital contribution to, or the issuance of any Equity Interests of, Holdings or the Borrower consummated after the Closing Date;

(j) the incurrence by any Foreign Subsidiary of Holdings of Indebtedness owing to Persons other than Holdings and any of its Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, not to exceed the sum of $23,000,000;

(k) any Indebtedness described in Schedule 6.1(a), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement, (ii) refinancings and extensions of any such Indebtedness if the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended and the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and (iii) refinancings in an amount equal to the accrued but unpaid interest on such refinanced Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; provided, such Indebtedness permitted under the immediately preceding clause (i), (ii) or (iii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, other than reasonable premiums or other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such renewal, extension or refinancing or (C) be incurred, created or assumed if any Event of Default has occurred and is continuing or would result therefrom;

(l) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $11,500,000; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 90% of the aggregate consideration paid with respect to such asset;

(m) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed $20,000,000 at any one time outstanding (when aggregated with amounts under Section 6.1(i)), provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary (other than by any such person that so becomes a Subsidiary), and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided, that (1) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (2) the direct and contingent obligors with respect to such Indebtedness are not changed and (3) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced; providedfurther, that in each case, all payments of interest, principal and premium on such Indebtedness are made, when due, with the proceeds from capital contribution to, or the issuance of any Equity Interests of, Holdings or the Borrower consummated after the Closing Date;

71

(n) other unsecured Indebtedness of Holdings, the Borrower and/or its Subsidiaries or other subordinated Indebtedness (not including any other amounts permitted under this Section 6.1) in an aggregate amount not to exceed at any time $5,000,000;

(o) Indebtedness under Hedge Agreements;

(p) the incurrence by the Borrower or any Guarantor of secured Indebtedness and letters of credit, guarantees and other obligations under the Senior Secured Credit Facility and extensions, refinancings or replacements thereof in an aggregate principal amount at any one time outstanding under this clause (p) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and its Subsidiaries thereunder) not to exceed the sum of (i) $575,000,000, (ii) the Incremental Amount and (iii) the amount of any fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses incurred in connection with extending, refinancing, renewing, replacing or refunding Indebtedness and letters of credit incurred under such Senior Secured Credit Facility pursuant to this clause (p), less the sum of the amount of Net Asset Sale Proceeds and the amount of Net Insurance/Condemnation Proceeds that are applied to repay Indebtedness incurred pursuant to this clause (p) to the extent that such repayment results in a permanent commitment reduction thereunder;

(q) the incurrence by the Borrower (and guarantees thereof by the Guarantors) of Indebtedness that extends, refinances or replaces all or any portion of (x) the Loans and related Obligations and (y) the Exchange Notes (including, without limitation, (A) in the case of the Interim Loans, the Term Loans and (B) in the case of the Term Loans, the Exchange Notes) or extensions, refinancings or replacements thereof; provided that, unless all amounts under the Loans and related Obligations are being refinanced or replaced with the proceeds of such Indebtedness, (i) the average life to maturity of such Indebtedness shall be greater than or equal to that of the Indebtedness being extended, refinanced or replaced, (ii) the aggregate principal amount of such Indebtedness shall not exceed the sum of (1) the principal amount of the Indebtedness being extended, refinanced or replaced, (2) an amount equal to the accrued but unpaid interest on the Indebtedness being extended, refinanced or replaced and (3) any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such extension, refinancing or replacement and (iii) such Indebtedness shall not include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced; and

72

(r) the incurrence by the Borrower (and guarantees thereof by the Guarantors) of the Subordinated Unsecured Interim Loans and Indebtedness that extends, refinances or replaces all or any portion of the Subordinated Unsecured Interim Loans (including, without limitation, the Subordinated Unsecured Term Loans and the Subordinated Exchange Notes) or extensions, refinancings or replacements thereof; provided that (i) the average life to maturity of such Indebtedness shall be greater than or equal to that of the Indebtedness being extended, refinanced or replaced, (ii) the aggregate principal amount of such Indebtedness shall not exceed the sum of (1) the principal amount of the Indebtedness being extended, refinanced or replaced, (2) an amount equal to the accrued but unpaid interest on the Indebtedness being extended, refinanced or replaced and (3) any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such extension, refinancing or replacement, (iii) such Indebtedness shall not include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced and (iv) such Indebtedness is subordinated in right of payment to the Loans and related Obligations on terms not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being extended, refinanced or replaced.

To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 6.1 (other than clause (p)), Borrower may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one item.

The Borrower will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Indebtedness of the Borrower unless such Indebtedness is expressly subordinated in right of payment to the Loans to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower; provided that this sentence shall not apply to Indebtedness incurred pursuant to clause (p) of this Section 6.1. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Indebtedness of such Guarantor unless such Indebtedness is expressly subordinated in right of payment to such Guarantor's Guaranty to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower; provided that this sentence shall not apply to any Guarantor’s guarantee of Indebtedness incurred by the Borrower pursuant to clause (p) of this Section 6.1. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinate or junior in right of payment to any other Indebtedness of the Borrower or a Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under the intellectual property laws, rules or procedures, except:

73

(a) Liens securing Indebtedness and other obligations, including fees, costs and premiums incurred pursuant to clause 6.1(p) and any refinancings thereof and Hedge Agreements equally and ratably secured by the collateral securing such Indebtedness;

(b) Liens for Taxes that are not yet required to be paid pursuant to Section 5.3 and Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(c) statutory and contractual Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, suppliers, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness);

(e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

(f) any interest or title of a lessor or sublessor under any lease of real estate or personal property permitted hereunder;

(g) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(i) Liens in favor of customs and revenue authorities or freight handlers or forwarders arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

74

(k) licenses and sublicenses of patents, copyrights, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Borrower or such Subsidiary;

(l) Liens described in Schedule 6.2 or disclosed on a title report; and

(m) Liens securing Indebtedness permitted pursuant to Section 6.1(l); provided, any such Lien shall encumber only the asset acquired, constructed or improved with the proceeds of such Indebtedness and substitutions and replacements thereof and accessions and attachments thereto and extensions, renewals, replacements of such Liens, provided that any extension renewal or replacement is no more restrictive in any material respect than the Liens so extended, renewed or replaced and does not extend to any additional property or asset;

(n) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);

(o) customary rights of set off, bankers’ lien, refund or charge back under deposit agreements, the UCC or common law of banks or other financial institutions where Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;

(p) Liens to secure Indebtedness permitted by Section 6.1(j); provided that such Liens shall be limited solely to the assets of the Foreign Subsidiary obligated with respect to such Indebtedness;

(q) Liens in favor of Holdings or any Subsidiary;

(r) [RESERVED];

(s) Liens securing Indebtedness from extensions, renewals or replacements, in whole or in part, of any Lien described in this Section 6.2; provided that any such extension, renewals or replacement is no more restrictive in any material respect than the Lien so extended, renewed or replaced and does not extend to any additional property or assets;

(t) Customary rights of first refusal, “tag-along” and “drag-along” rights, and put and call arrangements under joint venture agreements;

(u) other Liens securing Indebtedness in an aggregate amount not to exceed $5,000,000 at any time outstanding;

(v) Liens securing reimbursement obligations in respect of documentary letters of credit or bankers’ acceptances, provided that such Liens attach only to the documents, goods covered thereby and proceeds thereof, and are subordinated to the Obligations;

(w) Liens in connection with cash collateral, if any, securing Existing Letters of Credit provided in connection with closing the transactions contemplated hereby; and

75

(x) Liens on cash collateral not in excess of $2,000,000 to be pledged to Bank of America, N.A. on the Closing Date to secure obligations of the Credit Parties owing to Bank of America, N.A. from time to time, in respect of overdrafts and related liabilities arising from treasury, depositary and cash management services, including in connection with automated clearing house transfers and other similar transactions.

6.3. [RESERVED].

6.4. Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:

(a) Borrower may make (i) regularly scheduled payments of interest in respect of any subordinated Indebtedness permitted herebyin accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such subordinated Indebtedness was issued and (ii) so long as no Default shall have occurred and be continuing, a payment on the Subordinated Unsecured Indebtedness in an amount equal to the amount required under Section 2.8(h) of the Subordinated Unsecured Credit Facility or any equivalent provision in any refinancing thereof permitted by this Agreement;

(b) Borrower may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $862,500 in any Fiscal Year, to the extent necessary to permit Holdings or its parent entity to pay general administrative costs and expenses and out-of-pocket legal, accounting and filing and other general corporate overhead costs of Holdings or its parent entity actually incurred by Holdings or its parent entity and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries and to pay franchise taxes and other fees required to maintain its existence, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose;

(c) Borrower may pay, or make Restricted Junior Payments to Holdings to pay (and Holdings may pay), management and transaction fees and expenses to Sponsoror Affiliatesof Sponsor consistent with Section 6.11;

(d) any Credit Party (other than Holdings) may make Restricted Junior Payments to any other Credit Party (other than Holdings);

(e) any Subsidiary of Borrower that is not a Credit Party may make Restricted Junior Payments to (i) any Credit Party, and (ii) any Subsidiary of Borrower that is not a Credit Party;

76

(f) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, Borrower may repurchase, redeem or otherwise acquire or retire for value any Equity Interests of Borrower or any of its Subsidiaries held by any current or former officer, director, consultant or employee of Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or pay principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) and may make Restricted Junior Payments to Holdings utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings held by any current or former officer, director, employee or consultant of Borrower or any of its Subsidiaries, or his or her estate, spouse, former spouse, or family member (or for the payment of principal or interest on any Indebtedness issued in connection with such repurchase, redemption or other acquisition) in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,150,000 in any calendar year period (with unused amounts in any immediately preceding calendar year being carried over to the succeeding calendar year subject to a maximum carry-over amount of $1,150,000 in any calendar year); providedfurther, that Borrower may repurchase Equity Interests of Leonard Borow for Cash equal to the amount of his contribution to an Affiliate of Borrower as of the date hereof if Leonard Borow fails to make specified payments pursuant to the employment agreement between Leonard Borow and Borrower or if Leonard Borow’s employment is terminated by Borrower pursuant to such employment agreement;providedfurther, that such amount in any calendar year may be increased by an amount not to exceed:

(i) the cash proceeds from the sale of Equity Interests of Borrower and, to the extent contributed to Borrower as common equity capital, Equity Interests of any of Borrower’s direct or indirect parent entities, in each case to members of management, directors or consultants of Borrower, any of its Subsidiaries or any of its direct or indirect parent entities that occurs after the Closing Date, plus

(ii) the cash proceeds of key person life insurance policies, if any, received by Borrower and its Subsidiaries after the Closing Date.

(g) Borrower and its Subsidiaries may redeem or repurchase Equity Interests in exchange for Equity Interests or with the proceeds of a substantially contemporaneous sale of Equity Interests, or a substantially contemporaneous receipt of a capital contribution;

(h) Borrower and its Subsidiaries may repay, repurchase, redeem or otherwise acquire for value any subordinated Indebtedness (including any Subordinated Unsecured Indebtedness) with the proceeds of Indebtedness permitted by Section 6.1(l), (n) or (r) or with the proceeds of a substantially contemporaneous sale of Equity Interests, or a substantially contemporaneous receipt of a capital contribution; and

(i) the redemption, repurchase or other acquisition for value of any Equity Interests of any Foreign Subsidiary that is held by any Person that is not an Affiliate of Borrower to the extent required by applicable laws, rules or regulations; provided that the amount of any such redemptions, repurchases or other acquisitions shall not exceed $5,750,000 during the term of this Agreement.

77

6.5. Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) existing under this Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(l) that impose restrictions on the property so acquired, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, asset or stock sale agreement, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) described on Schedule 6.5, (vi) in the Senior Secured Credit Documents or the Subordinated Unsecured Credit Documents as in effect on the Closing Date or as modified in accordance with this Agreement and any substantially identical provisions in agreements refinancing the Senior Secured Credit Documents or the Subordinated Unsecured Credit Documents as permitted hereunder, (vii) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the Foreign Subsidiary obligated on such Indebtedness, (viii) in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Equity Interest of a Person other than on a pro rata basis, (ix) in any instrument governing Indebtedness or Equity Interests of a Person acquired by Holdings or one of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred or issued in connection with or in contemplation of such acquisition), so long as the encumbrance or restriction thereunder is not applicable to any Person, or the properties or assets of any Person, other than the Person or property or assets of the Person so acquired, (x) arising under applicable laws, rules, regulations or orders, (xi) in the Exchange Note Indenture and Subordinated Exchange Note Indenture upon their respective execution and the Exchange Notes and Subordinated Exchange Notes upon their respective issuance, (xii) in any debt securities issued pursuant to the Fee Letter and the Engagement Letter, and (xiii) any encumbrance or restriction imposed by any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

6.6. Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

(a) Investments in Cash and Cash Equivalents and, in the case of any Subsidiary of Holdings organized or operating in any country that is a member of the Organization for Cooperation and Economic Development, Foreign Cash Equivalents with respect to such country;

78

(b) (i) Investments owned as of the Closing Date in any Subsidiary and (ii) Investments made after the Closing Date in the Borrower and any wholly owned Guarantor Subsidiary;

(c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries;

(d) intercompany loans and other Indebtedness to the extent permitted under Section 6.1;

(e) Consolidated Capital Expenditures with respect to Borrower and the Guarantors;

(f) Permitted Acquisitions permitted pursuant to Section 6.8;

(g) Investments described in Schedule 6.6 and renewals or extensions of any such Investment to the extent not involving any additional Investments other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such Investments as in effect on the date of this Agreement;

(h) extensions of credit to customers or advances, deposits and payment to or with suppliers, lessors or utilities or for workers’ compensation, in each case, in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP;

(i) Investments constituting non-Cash consideration received by Borrower or any of its Subsidiaries in connection with permitted Asset Sales and other sales and dispositions permitted under Section 6.8;

(j) Investments under Hedge Agreements to the extent permitted under Section 6.1;

(k) loans, guarantees of loans, advance, and other extensions of credit to current and former officers, directors, employees, and consultants of Holdings, a Subsidiary of Holdings, or a direct or indirect parent of Holdings for the purpose of permitting such Persons to purchase Equity Interests of Borrower, Holdings or any direct or indirect parent of Holdings, not to exceed $3,000,000 in aggregate outstanding at any time;

(l) Investments resulting from a Permitted Acquisition, which Investments at the time of such acquisition were held by the acquired Person and were not acquired in contemplation of the acquisition of such Person;

(m) Investments in Joint Ventures engaged in a business conducted by Borrower and its Subsidiaries and having an aggregate value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (m) since the Closing Date, in an aggregate amount not to exceed at any time $11,500,000; provided that with respect to any such Joint Venture that is not domiciled in the United States, such Joint Venture shall be organized or operating in any country that is a member of the Organization for Cooperation and Economic Development;

79

(n) other Investments by Credit Parties in Subsidiaries (other than wholly owned Guarantors) in an aggregate amount not to exceed at any time $11,500,000;

(o) Investments made by non-Guarantor Subsidiaries (other than the Borrower) in other non-Guarantor Subsidiaries (other than the Borrower);

(p) Investments in deposit accounts opened in the ordinary course of business to the extent that such deposit accounts are in compliance with the provisions of the Credit Documents;

(q) Investments consisting of proceeds of equity issuances;

(r) Investments in variable rate bonds having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s, which are tied to short term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days; and

(s) other Investments to the extent not included above in an amount not to exceed $5,750,000 (measured at the time of such Investment, or, if lower, the market value of such Investment).

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in any Restricted Junior Payment not otherwise permitted under the terms of Section 6.4.

6.7. [Reserved].

6.8. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, or all or substantially all of the property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

(a) any Subsidiary of Borrower may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person and any Subsidiary of Holdings which is not a Guarantor Subsidiary may be merged with or into any wholly-owned Subsidiary which is not a Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions to any wholly-owned Subsidiary which is not a Guarantor Subsidiary;

80

(b) sales, leases, licenses or other dispositions of assets that do not constitute Asset Sales;

(c) (v) Asset Sales (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) the proceeds of which (i) are (other than as set forth in clauses (w), (x) and (y)), less than $11,500,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $23,000,000; (w) the Potential Radar Sale; (x) the Potential ATS Sale; (y) the Potential Wireless Sale; and (z) sale and lease-back transactions permitted pursuant to Section 6.10;provided, in the case of clauses (v), (w), (x) and (y) of this Section 6.8(c), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 80% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); providedfurther, that, (I) solely in the case of clause (x), the Total Leverage Ratio of Borrower and its Subsidiaries as of the last day of the most recently ended Fiscal Quarter (which for the first Fiscal Quarter ending after the Closing Date, shall be the first full quarter thereafter rather than a stub period), is less than 6:00:1.00, calculated on a pro forma basis after giving effect to such sale and the application of the Net Asset Sale Proceeds therefrom as required or permitted hereunder and (II) solely in the case of clause (y), the Total Leverage Ratio of Borrower and its Subsidiaries as of the last day of the most recently ended Fiscal Quarter (which for the first quarter after the Closing Date, shall be the first full quarter thereafter rather than a stub period), calculated on a pro forma basis after giving effect to such sale and the application of the Net Asset Sale Proceeds therefrom as permitted or required hereby, is no higher than the Total Leverage Ratio of Borrower and its Subsidiaries as of such date, calculated giving effect to such sale and the application of such Net Asset Sale Proceeds;

(d) disposals of obsolete, worn out, condemned or surplus property;

(e) Permitted Acquisitions (including with respect to acquisition targets not domiciled within the United States solely to the extent such entity is organized or operating in any country that is a member of the Organization for Cooperation and Economic Development), the Acquisition Consideration for which constitutes (i) less than $20,000,000 in the aggregate in any Fiscal Year, and (ii) less than $100,000,000 in the aggregate from the Closing Date to the date of determination; plus the value of any equity or proceeds of equity issued in connection therewith; provided that no proceeds from the incurrence of Indebtedness (other than Indebtedness permitted under Section 6.1(c), (i) or (m) hereof) shall be used for Acquisition Consideration;

81

(f) Investments made in accordance with Section 6.6;

(g) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful;

(h) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; and

(i) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries in the ordinary course of business.

6.9. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.8 and except for Permitted Liens, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

6.10. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed) having a fair market value in excess of $30,000,000 in the aggregate for all such property subject to any lease described in this Section, whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease.

6.11. Transactions with Shareholders and Affiliates.No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted pursuant to Section 6.4 and transactions described in Schedule 6.11; (e) (i) so long as no Default under Sections 8.1(a), (f) or (g) or any Event of Default has occurred and is continuing, payment of management fees and transaction fees to Sponsor and its Affiliates as set forth in the Advisory Agreement; provided that upon the occurrence and during the continuance of such a Default or an Event of Default, such advisory fees, management fees and transaction fees may accrue until payment is permitted upon cure or waiver of such Default or Event of Default and (ii) reimbursement of reasonable expenses (including indemnification obligations) actually incurred by Sponsor and its Affiliates, as set forth in the Advisory Agreement; (f) any transactions contemplated by and effected in connection with the transactions contemplated hereby, including the payment of reasonable fees and expenses related thereto; or (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed to the Lenders, as in effect on the Closing Date.

82

6.12. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by such Credit Party on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Administrative Agent.

6.13. Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interest of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower).

6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements. No Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents or of its material rights under any Related Agreement after the Closing Date, if the effect of such amendment, restatement, supplement, modification or waiver (i) of any of its Organizational Documents would be adverse to any Credit Party or the Lenders, or (ii) with respect to any Related Agreement, would (a) decrease the average life to maturity thereof, (b) except as provided in Section 6.1 and Section 6.4, with regard to the Subordinated Unsecured Credit Documents, alter the repayment or prepayment provisions or the price or terms at which the Borrower is required to repay or prepay any Subordinated Unsecured Indebtedness or (c) amend the provisions of Article 11 of the Subordinated Unsecured Credit Facility (which relate to subordination), in each case, without obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver.

6.15. Amendments with Respect to the Advisory Agreement. No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of the Advisory Agreement or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of any obligor thereunder or which would be materially adverse to the Lenders without the prior written consent of the Administrative Agent.

83

6.16. Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from June 30.

SECTION 7. GUARANTY

7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

84

7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default;

(c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantors (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantors’ liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantors’ covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantors’ liability hereunder in respect of the Guaranteed Obligations;

85

(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantors’ liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations in accordance with their terms; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) in accordance with their terms release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantors against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and

(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantors shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or securityfor the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantors as obligors in respect of the Guaranteed Obligations.

86

7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantors (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantors or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantors including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantors from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

87

7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been paid in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantors or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantors (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantors, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantors. If any amount shall be paid to any Guarantors on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantors now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantors or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

88

7.10. Financial Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time, without notice to or authorization from any Guarantors regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantors its assessment, or any Guarantors’ assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantors. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantors or by any defense which Borrower or any other Guarantors may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12. Discharge of Guaranty Upon Sale of Guarantors. If all of the Equity Interests of any Guarantors or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale.

89

SECTION 8. EVENTS OF DEFAULT

8.1. Events of Default. If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within five Business Days after the date due; or

(b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount of $11,500,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the aggregate principal amount referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that, in the case of each of clauses (i) and (ii) hereof, if such Indebtedness consists of Indebtedness under the Senior Secured Credit Documents or the Subordinated Unsecured Credit Documents, such failure, breach or default:

(A) is caused by a failure to make any payment when due at the final maturity of such Indebtedness, or

(B) results in the acceleration of such Indebtedness prior to its express maturity; or

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Sections 5.1(a), 5.1(b), 5.1(c) and 5.1(f), Section 5.2(i) or Section 6; or

(d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given to any Agent or Lender by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

90

(e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or

(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings shall make any assignment for the benefit of creditors; or (ii) Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries constituting a Significant Subsidiary of Holdings (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

91

(h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving an amount in the aggregate in excess of $11,500,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five Business Days prior to the date of any proposed sale thereunder); or

(i) [Intentionally Omitted];

(j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $5,750,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA in excess of $11,500,000; or

(k) Change of Control. A Change of Control shall occur; or

(l) Guaranties and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations (other than contingent indemnification obligations), shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantors shall repudiate their obligations thereunder, (ii) this Agreement ceases to be in full force and effect (other than by reason of the satisfaction in full of the Obligations (other than contingent indemnification obligations) in accordance with the terms hereof) or shall be declared null and void, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party.

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans and (II) all other Obligations.

8.2. [Reserved].

SECTION 9. AGENTS

9.1. Appointment of Agents.GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall have no obligations but shall be entitled to all benefits of this Section 9.

92

9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

9.3. General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, any Lender to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

93

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any of the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

94

9.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement oran Assignment Agreement and funding its Interim Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and providedfurther, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

95

9.7. Successor Administrative Agent.

(a) Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all sums, Securities, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.

9.8. Guaranty.

(a) Agents under Guaranty. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty. Subject to Section 10.5, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to release any Guarantors from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

(b) Right to Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower and Administrative Agent hereby agree that no Lender shall have any right individually to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Lender in accordance with the terms hereof.

SECTION 10. MISCELLANEOUS

10.1. Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent or Administrative Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; providedfurther, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

96

(b) Electronic Communications.

(i) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii) Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the bad faith, willful misconduct or gross negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction, of Administrative Agent.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

97

(iv) Each of the Credit Parties, the Lenders and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest, to Agents in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (e) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (f) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

10.3. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, of that Indemnitee or its directors, officers, affiliates or employees. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

98

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured. Administrative Agent and each Lender agree to promptly to notify Borrower after any such set-off and application made by such Person; provided that the failure to give such notice shall not affect the validity of such set off and application.

10.5. Amendments and Waivers.

(a) Requisite Lenders’ Consent. Except as provided in Section 5.10, subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender.

99

(b) Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Loan Note;provided that only the consent of the Requisite Lenders will be required for a waiver of any Conversion Default or any of the conditions set forth in Section 2.2;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) [Reserved]

(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

(v) extend the time for payment of any such interest or fees;

(vi) reduce the principal amount of any Loan;

(vii) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(viii) amend the definition of “Requisite Lenders” or“Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or“Pro Rata Share” on substantially the same basis as the Commitments and the Interim Loan are included on the Closing Date;

(ix) release all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) [Reserved];

(ii) [Reserved];

(iii) amend Section 2.16(h) or alter the required application of any repayments or prepayments pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the aggregate Loan Exposure of all Lenders; provided, Requisite Lenders may waive, in whole or in part, any prepayment;

100

(iv) [Reserved];

(v) [Reserved]; or

(vi) amend, modify, terminate or waive any provision of Section 2.16(h) or Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

10.6. Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Administrative Agent, if received by 12:00 noon New York City time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement or Settlement Confirmation shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

101

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

(i) to any GSCP Affiliate, upon the giving of notice to Borrower and Administrative Agent; and

(ii) to any other Person meeting the criteria of clauses (i) or (ii) of the definition of the term of “Eligible Assignee” which has been consented to by each of Borrower and Administrative Agent (which consents may be unreasonably withheld or delayed); providedfurther, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loans of the assigning Lender) with respect to the assignment of Loans.

(d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to GSCP or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender).

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

102

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee; and (iv) if any such assignment occurs after the issuance of any Loan Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Loan Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations.

(i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.

(ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan or Loan Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof) or (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement.

(iii) Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Borrower’s prior written consent and (y) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; providedfurther that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to the Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

103

(h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Loan Notes, if any, to secure obligations of such Lender including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank;provided that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and providedfurther, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3, 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3, 9.5 and 9.6 shall survive the payment of the Loans and the termination hereof.

10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

104

10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

105

10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

106

10.17. Confidentiality. Each Agent, and each Lender shall hold all non-public information regarding Borrower and its Subsidiaries and their businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any pledgee referred to in Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document and (v) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents.

10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

107

10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10.20. Effectiveness; Integration. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. With the exception of the Engagement Letter, the Fee Letter and the indemnification (to the extent not separately covered by Section 10.3), confidentiality, jurisdiction, governing law, waiver of jury trial and the syndication provisions contained in the Commitment Letter that shall remain in full force and effect with respect to matters covered by the Commitment Letter, the Borrower’s and the Lenders’ and their respective Affiliates’ obligations under the Commitment Letter shall terminate and be superseded (and Borrower, the Lenders and their respective Affiliates shall be released from all liability in connection with such terminated and superseded obligations under such Commitment Letter) by the Credit Documents (together with any other documents, instruments or agreements executed and delivered in connection therewith). In the event that any provision of any Exhibit to this Agreement is deemed to conflict with this Agreement, the provisions of this Agreement shall control.

10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the names and addresses of the Credit Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Act.

10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

108

10.23. No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower. The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and the Borrower, its stockholders or its affiliates. You acknowledge and agree that (i) the transactions contemplated by the Credit Documents are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising the Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Credit Documents and (iv) the Borrower has consulted its own legal and financial advisors to the extent deemed appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

[Remainder of page intentionally left blank]

109

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

AX ACQUISITION CORP.
AX HOLDING CORP.
By:
	Name:
	Title:
AEROFLEX INCORPORATED
By:	/s/ John Adamovich
	Name: John Adamovich
	Title: Senior Vice President, Chief Financial Officer
AEROFLEX / INMET, INC.
By:	/s/ Charles Badlato
	Name: Charles Badlato
	Title: Treasurer, Assistant Secretary
AEROFLEX / KDI, INC.,
AEROFLEX / METELICS, INC.,
AEROFLEX / WEINSCHEL, INC.,
AEROFLEX BLOOMINGDALE, INC.
AEROFLEX COLORADO SPRINGS, INC.,
AEROFLEX INCORPORATED,
AEROFLEX MICROELECTRONIC SOLUTIONS, INC.,
AEROFLEX PLAINVIEW, INC.,
AEROFLEX POWELL, INC.,
AEROFLEX SYSTEMS CORP.,
AEROFLEX WICHITA, INC.,
AIF CORP.,
IFR FINANCE, INC.,
IFR SYSTEMS, INC.,
MCE ASIA, INC.,
MICRO-METRICS, INC.
By:	/s/ John Adamovich
	Name: John Adamovich
	Title:

Exchangeable Senior Unsecured

Credit and Guaranty Agreement

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent, Sole Lead Arranger, Sole  Bookrunner, Syndication Agent and a Lender
By:
	Authorized Signatory
____________________
as a Lender
By:
	Name:
	Title:

Exchangeable Senior Unsecured

Credit and Guaranty Agreement

APPENDIX A

TO EXCHANGEABLE SENIOR UNSECURED

CREDIT AND GUARANTY AGREEMENT

Commitment

Lender	Commitment		Pro Rata Share
Goldman Sachs Credit Partners L.P.	$	___,___,___.__		__._	%
	$	___,___,___.__		__._	%
	$	___,___,___.__		__._	%
Total	$	225,000,000.00		100	%

APPENDIX A

APPENDIX B

TO EXCHANGEABLE SENIOR UNSECURED

CREDIT AND GUARANTY AGREEMENT

Notice Addresses

AX ACQUISITION CORP.

c/o Veritas Capital Fund Management, L.L.C.

590 Madison Avenue, 41^st Floor

New York, NY 10022

Attention: Mr. Hugh Evans

Facsimile:

AX HOLDING CORP.

c/o Veritas Capital Fund Management, L.L.C.

590 Madison Avenue, 41^st Floor

New York, NY 10022

Attention: Mr. Hugh Evans

Facsimile:

[NAME OF SUBSIDIARY]

Attention:

Facsimile:

in each case, with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Benjamin Polk, Esq.

Facsimile: 212-593-5955

APPENDIX B-1

GOLDMAN SACHS CREDIT PARTNERS L.P.,

Lead Arranger and Syndication Agent’s Principal Office and as a Lender:

Goldman Sachs Credit Partners L.P.

c/o Goldman, Sachs & Co.

30 Hudson Street, 17th Floor

Jersey City, NJ 07302

Attention: SBD Operations

Attention:  Pedro Ramirez

Telecopier:  (212) 357-4597 

Email and for delivery of final financial statements for posting: gsd.link@gs.com

with a copy to:

Goldman Sachs Credit Partners L.P.

1 New York Plaza

New York, New York  10004

Attention:  Elizabeth Fischer

Telecopier:  (212) 902-3000

APPENDIX B-2

[GOLDMAN SACHS CREDIT PARTNERS L.P.],

as Administrative Agent and a Lender

Principal Office:
	Attention:
	Facsimile:
with a copy to:
	Attention:
	Facsimile:

APPENDIX B-3

EX-10.20

ADVISORY AGREEMENT

ADVISORY AGREEMENT made this 15^th day of August, 2007, by and among VGG Holding LLC, a Delaware limited liability company ("VGG Holding"), 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") (each an "Advisor" and collectively, the "Advisors").

W I T N E S S E T H:

WHEREAS, Affiliates of the Advisors are members of VGG Holding;

WHEREAS, VGG Holding owns all of the outstanding capital stock of Holding;

WHEREAS, the Companies desire to retain the Advisors to provide business and organizational strategy, financial and advisory services to the Companies and their direct and indirect subsidiaries upon the terms and conditions hereinafter set forth, and the Advisors are willing to undertake such obligations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1.Appointment. The Companies hereby engage the Advisors, and each Advisor severally and not jointly hereby agrees, upon the terms and subject to the conditions set forth herein, to provide certain services to the Companies and their direct and indirect subsidiaries as described in Section 3 hereof.

2.Term. The term of this Agreement (the "Term") shall be for an initial term commencing on the date hereof and expiring December 31, 2013. Such term shall be renewed automatically for additional one-year terms thereafter unless the Advisors or the Companies shall give notice in writing within thirty (30) days before the expiration of the initial term or any one-year renewal thereof of its desire to terminate this Agreement. The rights and obligations of an Advisor under this Agreement shall automatically terminate if Affiliates of such Advisor cease to own Percentage Interests of VGG Holding of at least 5%. If any Advisor gives notice of non-renewal pursuant to the second sentence of this Section 2 or the rights and obligations of any Advisor are terminated pursuant to the third sentence of this Section 2, then the term of this Agreement shall nevertheless be renewed with respect to each other Advisor and the annual fee payable pursuant to Section 5(b) to the terminating Advisor shall thereafter be payable to the remaining Advisors pro rata in accordance with the portion of the Advisory Fee payable pursuant to Section 5(b) to the terminating Advisor shall thereafter be payable to the remaining Advisors pro rata in accordance with the proportion that the Percentage Interests of the Affiliates of each remaining Advisor bears to the aggregate Percentage Interests of the Affiliates of all remaining Advisors unless otherwise agreed by such remaining Advisors. The provisions of Section 6 shall survive the termination of this Agreement. "Percentage Interests" shall have the meaning ascribed to it in the amended and restated limited liability company agreement of VGG Holding LLC, dated as of the date hereof, among the parties thereto, as the same may be amended from time to time (the "LLC Agreement").

3.Duties of the Advisors. Each Advisor shall provide the Companies and their direct and indirect subsidiaries with such services for the Companies and their direct and indirect subsidiaries as mutually agreed by the Advisors and VGG Holding’s board of managers, which may include, without limitation, business and organizational strategy, financial and advisory services (collectively, the "Services"). The fees and other compensation specified in this Agreement will be payable by the Companies regardless of the extent of Services requested by the Companies pursuant to this Agreement, and regardless of whether or not the Companies request the Advisors to provide any such Services.

3.1.Exclusions from "Services". Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definition of "Services":

(a)Independent Accounting Services. Accounting services rendered to the Companies, their direct or indirect subsidiaries, or the Advisors with respect to the Companies, with prior notice and consultation with the management of the Companies, by an independent accounting firm or accountant (i.e., an accountant who is not an employee of any of the Advisors or their Affiliates);

(b)Legal Services. Legal services rendered to the Companies, their direct or indirect subsidiaries, or any of the Advisors with respect to the Companies, with prior notice and consultation with the management of the Companies, by an independent law firm or attorney (i.e., an attorney who is not an employee of any of the Advisors or their Affiliates); and

(c)Independent Actuarial Services. Actuarial services rendered to the Companies, their direct or indirect subsidiaries, or any of the Advisors with prior notice and consultation with the management of the Companies, by an independent actuarial firm or actuary (i.e., an actuary who is not an employee of any of the Advisors or their Affiliates).

(d)For the avoidance of doubt, nothing herein shall prevent the Companies from separately engaging Goldman or its Affiliates to provide investment banking or other financial advisory services for additional compensation on terms approved by the board of managers of VGG Holding.

3.2.Definition of Affiliate. "Affiliate" shall mean, with respect to any specified individual, corporation, limited liability company, partnership, association, trust or other entity or organization (each, a "Person"), a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person (it being understood that a Person shall be deemed to "control" another Person, for purposes of this definition, if such Person directly or indirectly has the power to direct or cause the direction of the management and policies of such other Person, whether through holding beneficial ownership interests in such other Person, through contracts or otherwise).

4.Powers of the Advisors. So that they may properly perform their duties hereunder, the Advisors shall, subject to Section 8 hereof, have the authority to do all things necessary and proper to carry out the duties set forth in Section 3.

2

5.Compensation and Reimbursement.

(a)Merger Fee. As consideration payable to the Advisors with respect to the services provided by the Advisors in connection with the acquisition of the capital stock of Aeroflex on the date hereof and the financing related thereto, which services included, but were not limited to, financial advisory services and corporate structure review (the "Initial Services"), the Companies shall pay to the Advisors a transaction fee (the "Merger Fee") in an aggregate amount equal to $22,000,000, earned and payable on the date hereof, which Merger Fee shall be apportioned among the Advisors as follows: (i) to Veritas, $10,175,000, (ii) to Golden Gate, $5,912,500 and (iii) to Goldman, $5,912,500.

(b)Annual Advisory Fee. As consideration payable to the Advisors or any of their Affiliates for providing the Services to the Companies and their direct and indirect subsidiaries, the Companies shall pay to the Advisors an annual advisory fee (the "Advisory Fee") in an aggregate amount equal to the greater of (i) $2,200,000 and (ii) 1.8% of Consolidated Adjusted EBITDA (as defined in the Credit and Guaranty Agreement, dated as of the date hereof, among the Company, certain subsidiaries of the Company and the lenders thereto, as amended from time to time) for the prior fiscal year, due and payable in advance on each anniversary of the date hereof; provided that the annual fee in respect of the first full year shall be paid on October 1, 2007. The Advisory Fee shall be apportioned among the Advisors as follows: (i) 45.4545455% to Veritas, (ii) 31.8181818% to Golden Gate, and (iii) 22.72727273% to Goldman; provided that, if, at any time after the date hereof, there is a change in the Percentage Interests of VGG Holding owned by the Affiliates of any Advisor, the amounts payable to the Advisors pursuant to this Section 5(b) shall be adjusted and thereafter be payable to the Advisors pro rata in accordance with the proportion that the Percentage Interests of the Affiliates of each Advisor bears to the aggregate Percentage Interests of the Affiliates of all Advisors (after giving effect to any changes in the Percentage Interests of the Affiliates of each Advisor). Such payments shall accrue to the extent not paid.

(c)Transaction Fees. In connection with any transaction in which the Companies or their direct or indirect subsidiaries may be involved in the future, including, without limitation, acquisitions, divestitures, financings (including additional equity investments in VGG Holding) or liquidity events, (each, a "Transaction") the Company shall pay to the Advisors an aggregate fee (a "Transaction Fee") equal to (i) if any Advisor or its Affiliates provides any debt or equity financing (or any commitment to provide such financing) in connection with such Transaction, not less than the amount which, when allocated pro rata in accordance with the proportion that the Percentage Interests of the Affiliates of each Advisor bears to the aggregate Percentage Interests of the Affiliates of all Advisors (after giving effect to any changes in the Percentage Interests of the Affiliates of each Advisor) at such time (taking into account any new investment being made at such time), provides to such Advisor a fee of 1% of the amount of such financing (or commitment) and (ii) if no Advisor nor any of their respective Affiliates is providing any such financing (or commitment), not less than 1% of the aggregate value (as determined by the board of managers of VGG Holding) of such Transaction. Such payments shall accrue to the extent not paid. For the avoidance of doubt, no Transaction Fee (other than the Merger Fee) shall be payable to any Advisor in respect of the Initial Services.

3

(d)Out of Pocket Expenses. In addition to any fees payable to the Advisors pursuant to this Agreement, the Companies shall, or shall cause one or more of their Affiliates to, at the direction of the Advisors, pay directly or reimburse each of the Advisors or any of their Affiliates, from time to time upon request, for any Expenses (as hereinafter defined) incurred in connection with the Services provided for in Section 3 hereof. For purposes of this Agreement, the term "Expenses" shall mean the reasonable amounts paid by an Advisor or any of its Affiliates in connection with the Services provided for in Section 3, any requested amendment or waiver of any agreement between the Advisor and its Affiliates that own an equity interest in VGG Holding and the sale or disposition by such Affiliate or Advisor of its equity interests in VGG Holding, including without limitation (i) fees and disbursements of any independent professionals and organizations, including independent auditors and outside legal counsel, investment bankers or other financial advisors or consultants, (ii) costs of any outside services of independent contractors such as financial printers, couriers, business publications or similar services and (iii) transportation, per diem, telephone calls, entertainment and all other reasonable expenses actually incurred by the Advisor or any of its Affiliates in rendering the Services provided for herein. All reimbursements for Expenses shall be made promptly upon or as soon as practicable after presentation by the Advisor to the Companies of the statement in connection therewith. Nothing in this Section 5 shall limit any obligations of VGG Holding to reimburse any costs and expenses to the Advisors or their Affiliates as provided in the LLC Agreement.

6.Indemnification.

(a)The Companies will, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Advisors and their respective officers, directors, employees, members, partners, agents, representatives, Affiliates and controlling persons (if any) (each being an "Indemnified Party") from and against any and all losses, claims, damages and liabilities, joint or several (the "Liabilities"), to which such Indemnified Party may become subject under any applicable federal or state law, any claim made by any third party or otherwise, relating to or arising out of the Services contemplated by this Agreement or the engagement of the Advisors pursuant to, and the performance by the Advisors or such Indemnified Party of the Services, and the Companies will reimburse any Indemnified Party for all costs and expenses (including without limitation reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Companies will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or willful misconduct of the Indemnified Party. The reimbursement and indemnity obligations of the Companies under this paragraph shall be in addition to any liability which the Companies may otherwise have, shall extend upon the same terms and conditions to any Affiliate of the Advisors and the stockholders, officers, directors, employees, members, partners, agents, representatives, Affiliates and controlling persons (if any), as the case may be, of the Advisors and any such Affiliate and shall be binding upon and inure to the benefit of, and shall be enforceable by, any successors, assigns, heirs and personal representatives of the Companies, the Advisors, any such Affiliate and any such person.

4

(b)If such indemnification is for any reason not available or insufficient to hold an Indemnified Party harmless, the Companies agree to contribute to the Liabilities involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Companies, on the one hand, and by the Advisors, on the other hand, with respect to the Services or, if such allocation is determined by a court or arbitral tribunal to be unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of the Companies, on the one hand, and of the Advisors, on the other hand; provided, however, that to the extent permitted by applicable law, the Indemnified Parties shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received by the Advisors from the Company with respect to the Services. Relative benefits to the Companies, on the one hand, and to the Advisors, on the other hand, with respect to the Services shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Companies in connection with the Services or any transactions to which the Services relate bears to (ii) all fees actually received by the Advisors in connection with the Services. Relative fault shall be determined, in the case of Liabilities arising out of or based on any untrue statement or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact, by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Companies to the Advisors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(c)Upon receipt by an Indemnified Party of actual notice of any pending or threatened action, claim, suit, investigation or proceeding (an "Action") against such Indemnified Party with respect to which indemnity may be sought under this Agreement, such Indemnified Party shall promptly notify the Companies in writing; provided that failure to so notify the Companies shall not relieve the Companies from any liability which the Companies may have on account of the indemnity provisions under this Agreement or otherwise, except to the extent the Companies shall have been materially prejudiced by such failure. The Companies shall have the right to assume the defense of any such Action including the employment of counsel reasonably satisfactory to such Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless: (i) the Companies have failed to assume the defense and employ counsel promptly or (ii) the named parties to any such Action (including any impleaded parties) include such Indemnified Party and the Companies, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Companies; provided that the Companies shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The Companies shall not, without the Advisors' prior written consent, settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any Action in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party therein) unless the Companies have given the Advisors reasonable prior written notice thereof and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Action. The Companies will not permit any such settlement, compromise, consent or termination to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party, without such Indemnified Party's prior written consent. No Indemnified Party seeking indemnification, reimbursement or contribution under this Agreement will, without the Companies' prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Action referred to herein.

(d)The Companies' obligations hereunder shall be in addition to any rights that any Indemnified Party may have at common law or otherwise.

5

(e)The provisions of this Section 6 and any modification thereof shall apply to the Services provided to the Companies by the Advisors (including related activities prior to the date hereof) and shall remain in full force and effect regardless of the completion or termination of this Agreement. If any term, provision, covenant or restriction herein is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.Distributions. The Companies shall cause their subsidiaries to distribute funds to the Companies to the extent necessary for the Companies to satisfy their obligations under this Agreement.

8.Independent Contractors. Nothing herein shall be construed to create a joint venture or partnership between any of the Advisors, on the one hand, and the Companies, on the other hand, or an employee/employer relationship. In connection with the Services, the Advisors are acting as independent contractors and not in any other capacity pursuant to this Agreement, with duties owing solely to the Companies. Neither the Advisors nor the Companies shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement or undertaking with any third party.

9.Notices. Any notice or other communications required or permitted to be given hereunder shall be in writing and delivered by hand or mailed by registered or certified mail, return receipt requested, or by telecopier to the party to whom it is to be given at its address set forth herein, or to such other address as the party shall have specified by notice similarly given and the mailing date shall be deemed the date from which all time periods pertaining to a date of notice shall run.

(i) If to Aeroflex, VGG Holding or Holding:

AX Holding Corp.

35 South Service Road

Plainview, New York 11803

Attention: Leonard Borow

Facsimile No.: (516) 694-0658

E-mail: len.borow@aeroflex.com

with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Benjamin M. Polk

Facsimile No.: (212) 593-5955

E-mail: benjamin.polk@srz.com

6

(ii) if to Veritas, to it at:

Veritas Capital Fund Management, L.L.C.

590 Madison Avenue

New York, New York 10022

Attention: Robert B. McKeon

Facsimile No.: (212) 688-9411

E-mail: rmckeon@veritascapital.com

with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Fax: (212) 593-5955

Attention: Benjamin Polk, Esq

E-mail: benjamin.polk@srz.com

(iii) if to Golden Gate, to it at:

GGC Administration, LLC

One Embarcadero Center, 33rd Floor

San Francisco, California 94111

Attention: Prescott Ashe

John Knoll

Facsimile No.: (415) 627-1338

E-mail: pashe@goldengatecap.com

jknoll@goldengatecap.com

with a copy to

Kirkland & Ellis

555 California Street

San Francisco, California 94104

Attention: Jeffrey C. Hammes, P.C.

Stephen D. Oetgen

Facsimile No.: (415) 439-1500

E-mail: jhammes@kirkland.com

soetgen@kirkland.com

(iv) if to Goldman, to it at:

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: Gerald J. Cardinale

Facsimile No.: (212) 357-5505

E-mail: gerry.cardinale@gs.com

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004-1980

Attention: Christopher Ewan

Facsimile No.: (212) 859-4000

E-mail: christopher.ewan@friedfrank.com

7

10.Assignment. This Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns. However, neither this Agreement nor any of the rights of the parties hereunder may be transferred or assigned by any party hereto, except that (i) if either Company shall merge or consolidate with or into, or sell or otherwise transfer substantially all its assets to, another corporation which assumes the obligations of such Company under this Agreement, such Company may assign its rights hereunder to that corporation and (ii) each Advisor may assign its rights and obligations hereunder to any Affiliate of such Advisor with the prior written consent of each other Advisor, which consent shall not be unreasonably withheld. Any attempted transfer or assignment in violation of this Section 10 shall be void.

11.Permissible Activities. Nothing herein shall in any way preclude any of the Advisors or their Affiliates or their respective officers, directors, employees, members and partners from engaging in or investing in any business activities or from performing services for its or their own account or for the account of others, including companies which may be or are in competition with the business conducted by the Companies or their direct or indirect subsidiaries.

12.Confidentiality. Any advice or opinions provided by the Advisors may not be disclosed or referred to publicly or to any third party (other than the Companies' legal, tax, financial or other advisors), except in accordance with the Advisors' prior written consent.

13.Amendment and Waiver. No amendment or waiver of any provision of this Agreement, or consent to any departure by either party from any such provision, shall in any event be effective unless the same shall be in writing and signed by the parties to this Agreement. The waiver of any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.

14.Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral and written, among the parties hereto with respect to the subject matter hereof.

15.Section Headings. The section headings contained herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

8

16.Applicable Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any Federal court sitting in the Southern District of New York over any suit, action or proceeding arising out of or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested or by overnight courier service, to the address of such party set forth in Section 9 or in the records of the Companies. EACH PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT HEREUNDER OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY.

17.Severability. Any section, clause, sentence, provision, subparagraph or paragraph of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be such section, clause, sentence, provision, subparagraph or paragraph so held to be invalid, illegal or ineffective.

[Remainder of Page Intentionally Left Blank]

9

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

AEROFLEX INCORPORATED
By:	/s/ John Buyko
	Name: John Buyko Title:   EVP, President AMS

AX HOLDING CORP.
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon Title:   President

VGG HOLDING LLC
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon Title:   President

VERITAS CAPITAL FUND MANAGEMENT, L.L.C.
By:	/s/ Robert B. McKeon
	Name: Robert B. McKeon Title:   Authorized Signatory

GGC ADMINISTRATION, LLC
By:	/s/
	Name: Title:

GOLDMAN, SACHS & CO
By:	/s/
	Name: Title:

10

EX-10.21

EXECUTION COPY

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

dated as of September 21, 2007

among

AEROFLEX INCORPORATED

as Borrower,

CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED,

collectively, as Guarantors,

VARIOUS LENDERS,

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent

$120,000,000 Senior Subordinated Unsecured Credit Facility

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS AND INTERPRETATION		1
	1.1. Definitions	1
	1.2. Accounting Terms	50
	1.3. Interpretation, etc	50
SECTION 2. LOANS		50
	2.1. Loans	50
	2.2. Outstanding Loans	51
	2.3. [Reserved]	51
	2.4. [Reserved]	51
	2.5. Pro Rata Shares; Availability of Funds	51
	2.6. Use of Proceeds	52
	2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes	52
	2.8. Interest on Loans	53
	2.9. [Reserved]	54
	2.10. Default Interest	54
	2.11. Fees	54
	2.12. Offers to Prepay Loans	54
	2.13. Voluntary Prepayments/Prepayment Premium/Equity Prepayment Premium	56
	2.14. [Reserved]	57
	2.15. Application of Prepayments	57
	2.16. General Provisions Regarding Payments	58
	2.17. Ratable Sharing	59
	2.18. [Reserved]	60
	2.19. [Reserved]	60
	2.20. Taxes; Withholding, etc	60
	2.21. Obligation to Mitigate	62
	2.22. [Reserved]	63
	2.23. Removal or Replacement of a Lender	63
SECTION 3. CONDITIONS PRECEDENT		63
	3.1. Closing Date	63
	3.2. Notices	66
SECTION 4. REPRESENTATIONS AND WARRANTIES		66
	4.1. Organization; Requisite Power and Authority; Qualification	66
	4.2. Equity Interests and Ownership	66
	4.3. Due Authorization	67
	4.4. No Conflict	67
	4.5. Governmental Consents	67
	4.6. Binding Obligation	67
	4.7. Historical Financial Statements	68
	4.8. Projections	68

	4.9. No Material Adverse Change	68
	4.10. [Reserved]	68
	4.11. Adverse Proceedings, etc	68
	4.12. Payment of Taxes	68
	4.13. Properties	69
	4.14. Environmental Matters	69
	4.15. No Defaults	69
	4.16. [Reserved]	69
	4.17. Governmental Regulation	69
	4.18. Margin Stock	69
	4.19. Employee Matters	70
	4.20. Employee Benefit Plans	70
	4.21. Certain Fees	71
	4.22. Solvency	71
	4.23. [Reserved]	71
	4.24. Compliance with Statutes, etc	71
	4.25. Disclosure	71
	4.26. Patriot Act	71
	4.27. Restricted Subsidiaries	72
SECTION 5. AFFIRMATIVE COVENANTS		72
	5.1. Financial Statements and Other Reports	72
	5.2. Taxes	74
	5.3. Corporate Existence	74
	5.4. [Reserved]	75
	5.5. [Reserved]	75
	5.6. [Reserved]	75
	5.7. [Reserved]	75
	5.8. [Reserved]	75
	5.9. [Reserved]	75
	5.10. Additional Guaranties	75
	5.11. [Reserved]	75
	5.12. [Reserved]	75
	5.13. Further Assurances	75
	5.14. [Reserved]	75
SECTION 6. NEGATIVE COVENANTS		76
	6.1. Indebtedness	76
	6.2. Liens	82
	6.3. [Reserved]	82
	6.4. Restricted Payments	82
	6.5. Restrictions on Subsidiary Distributions	87
	6.6. [Reserved]	90
	6.7. Designation of Restricted and Unrestricted Subsidiaries	90
	6.8. Asset Sales	91
	6.9. [Reserved]	93
	6.10. [Reserved]	93

ii

	6.11. Transactions with Shareholders and Affiliates	93
	6.12. Conduct of Business	96
	6.13. Payments for Consent	96
	6.14. [Reserved]	96
	6.15. Successor Corporation Substituted	96
	6.16. [Reserved]	96
	6.17. Merger, Consolidation or Sale of Assets	96
SECTION 7. GUARANTY		98
	7.1. Guaranty of the Loan Obligations	98
	7.2. Contribution by Guarantors	98
	7.3. Payment by Guarantors	99
	7.4. Liability of Guarantors Absolute	99
	7.5. Waivers by Guarantors	101
	7.6. Guarantors’ Rights of Subrogation, Contribution, etc	102
	7.7. Subordination of Other Obligations	102
	7.8. Continuing Guaranty	102
	7.9. Authority of Guarantors or Borrower	102
	7.10. Financial Condition of Borrower	103
	7.11. Bankruptcy, etc	103
	7.12. Discharge of Guaranty	104
	7.13. Subordination of Each Guarantor’s Guaranty	104
SECTION 8. EVENTS OF DEFAULT		104
	8.1. Events of Default	104
	8.2. Waivers of Past Defaults	107
SECTION 9. AGENTS		107
	9.1. Appointment of Agents	107
	9.2. Powers and Duties	107
	9.3. General Immunity	108
	9.4. Agents Entitled to Act as Lender	109
	9.5. Lenders’ Representations, Warranties and Acknowledgment	109
	9.6. Right to Indemnity	110
	9.7. Successor Administrative Agent	110
	9.8. Guaranty	111
SECTION 10. MISCELLANEOUS		111
	10.1. Notices	111
	10.2. Expenses	113
	10.3. Indemnity	113
	10.4. [Reserved]	114
	10.5. Amendments and Waivers	114
	10.6. Successors and Assigns; Participations	115
	10.7. Independence of Covenants	118
	10.8. Survival of Representations, Warranties and Agreements	118
	10.9. No Waiver; Remedies Cumulative	119

iii

	10.10. Marshalling; Payments Set Aside	119
	10.11. Severability	119
	10.12. Obligations Several; Independent Nature of Lenders’ Rights	119
	10.13. Headings	119
	10.14. APPLICABLE LAW	119
	10.15. CONSENT TO JURISDICTION	120
	10.16. WAIVER OF JURY TRIAL	120
	10.17. Confidentiality	121
	10.18. Usury Savings Clause	121
	10.19. Counterparts	122
	10.20. Effectiveness	122
	10.21. Patriot Act	122
	10.22. Electronic Execution of Assignments	122
	10.23. No Fiduciary Duty	122
	10.24. Certificate and Opinion as to Conditions Precedent	123
	10.25. Statements Required in Certificate or Opinion	123
SECTION 11. SUBORDINATION		124
	11.1. Agreement to Subordinate	124
	11.2. Liquidation; Dissolution; Bankruptcy	124
	11.3. Default on Designated Senior Debt	124
	11.4. Acceleration of Loans	125
	11.5. When Distribution Must Be Paid Over	125
	11.6. Notice by Borrower	126
	11.7. Subrogation	126
	11.8. Relative Rights	126
	11.9. Subordination May Not Be Impaired by Borrower	126
	11.10. Distribution or Notice to Representative	126
	11.11. Rights of Administrative Agent and Paying Agent	127
	11.12. Amendments	127

iv

APPENDICES:	A	Commitments
	B	Notice Addresses
SCHEDULES:	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	4.13	Properties
	4.21	Certain Fees
	4.27	Unrestricted Subsidiaries
EXHIBITS:	A	Funding Notice
	B	Loan Note
	C	[Reserved]
	D	Opinions of Counsel
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I	Offering Circular

v

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

This SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT, dated as of September 21, 2007, is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (“Aeroflex”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity, “Syndication Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $120.0 million, consisting of $120.0 million aggregate principal amount of Loans, the proceeds of which will be used on the Closing Date (i) to repay in full the entire principal amount of indebtedness owed by the Borrower under the Exchangeable Senior Subordinated Unsecured Credit Facility (as defined below) and (ii) to pay related transaction costs, fees, commissions and expenses in connection therewith;

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder;

WHEREAS, on August 15, 2007, AX Acquisition entered into (a) a Senior Secured Credit Facility (as defined below) providing for (i) term loans in an aggregate principal amount of $525.0 million and (ii) a revolving credit facility in the amount of $50.0 million, (b) a Senior Unsecured Credit Facility (as defined below) providing for loans in an aggregate principal amount of $225.0 million, and (c) an Exchangeable Senior Subordinated Unsecured Credit Facility (as defined below) providing for loans in an aggregate principal amount of $120.0 million.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Accounting Change” means, with respect to any Person, any change in accounting principles applicable to such Person and required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, or, if applicable, the SEC (or its successor agency).

1

“Acquired Debt” means, with respect to any specified Person:

1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the acquisition of all of the issued and outstanding stock of Aeroflex pursuant to the Merger.

“Administrative Agent” has the meaning ascribed to such term in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of a Senior Officer of Borrower or any of its Subsidiaries, threatened in writing against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries.

“Aeroflex” has the meaning ascribed to such term in the preamble hereto.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and“under common control with” have correlative meanings.

“Agent” means each of Administrative Agent and Syndication Agent and, solely for the purposes of Sections 9.3, 9.5, 9.6, 10.3 and 10.23 hereof, Goldman Sachs.

“Agent Affiliates” has the meaning ascribed to such term in Section 10.1(b).

“Aggregate Amounts Due” has the meaning ascribed to such term in Section 2.17.

“Aggregate Payments” has the meaning ascribed to such term in Section 7.2. 2

2

“Agreement” means this Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007, as it may be amended, supplemented or otherwise modified from time to time.

“Applicable Make-Whole Premium” means, as calculated by the Borrower, with respect to any Loans on any prepayment date, the greater of:

(1) 1.0% of the principal amount of such Loans; or

(2) the excess of:

(a) the present value at such prepayment date of (i) the prepayment price of such Loans at August 15, 2011 (such prepayment price being set forth in the table appearing in Section 2.13 (a)(i) hereof) plus (ii) all required interest payments due on such Loans through August 15, 2011 (excluding accrued but unpaid interest to such prepayment date), computed using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points; over

(b) the principal amount of such Loans, if greater.

“Applicable Rate” shall mean 11.750% per annum.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communications pursuant to Section 10.1(b).

“Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole shall be governed by Section 2.12(b) hereof and/or Section 6.17 hereof and not by Section 6.8 hereof; and

(2)the issuance of Equity Interests in any of the Borrower’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Borrower or a Restricted Subsidiary).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.5 million;

3

(2)a transfer, sale or other disposition of assets (including Equity Interests) between or among the Borrower and its Restricted Subsidiaries;

(3)an issuance of Equity Interests by a Restricted Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary of the Borrower;

(4)the licensing of intellectual property or other general intangibles to third persons on terms approved by the Board of Directors in good faith;

(5)the sale, lease, sublease or other disposition of any property or equipment that is no longer used or has become damaged, worn-out, obsolete, or otherwise unsuitable or not required for the ordinary course of business of the Borrower or its Restricted Subsidiaries;

(6)the sale or other disposition of cash or Cash Equivalents;

(7)a Restricted Payment that does not violate Section 6.4 hereof or a Permitted Investment;

(8)the sale, lease, sublease, license, sub-license, consignment, conveyance or other disposition of accounts receivable, equipment, inventory or other assets in the ordinary course of business, including leases or subleases with respect to facilities that are temporarily not in use or pending their disposition, or accounts receivable in connection with the compromise, settlement or collection thereof;

(9)the creation of a Lien (but not the sale or other disposition of property subject to such Lien);

(10)the issuance of Equity Interests by a Restricted Subsidiary of the Borrower in which the Borrower’s percentage interest (direct or indirect) in the Equity Interests of such Restricted Subsidiary, after giving effect to the issuance, is at least equal to its percentage interest prior thereto;

(11)leases, assignments or subleases of real or personal property to third persons either not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries or entered into in the ordinary course of business;

(12)the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind;

(13)to the extent allowable under Section 1031 of the Internal Revenue Code, any exchange of like property for use in a Permitted Business;

(14)the sale or other disposal of property or assets pursuant to the exercise of any remedies pursuant to the Credit Facilities or the other security documents relating to any Indebtedness permitted under this Agreement;

4

(15)the transfer or sale of Receivables and Related Assets of the type specified in the definition of“Qualified Receivables Transaction” to a Receivables Entity or to any other Person in connection with a Qualified Receivables Transaction or the creation of a Lien on any such Receivables or Related Assets in connection with a Qualified Receivables Transaction;

(16)the sale of accounts receivable in the ordinary course of business;

(17)the issuance or sale of Equity Interests in or Indebtedness of any Unrestricted Subsidiary; and

(18)the disposition of all or substantially all of the assets of the Borrower in a transaction permitted under Section 6.17.

“Asset Sale Offer” has the meaning ascribed to such term in Section 2.12(a).

“Asset Sale Offer Period” has the meaning ascribed to such term in Section 2.12(a).

“Asset Sale Payment Date” has the meaning ascribed to such term in Section 2.12(a).

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” has the meaning ascribed to such term in Section 10.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer, secretary, or other person expressly authorized by resolution or written consent to represent such entity in such capacity.

“AX Acquisition” means AX Acquisition Corp., a Delaware corporation.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

5

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Beneficiary” means each Agent and Lender.

“Board of Directors” means

(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee or Board of Directors of such company or of the sole member or of the managing member thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” means Aeroflex.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

"Calculation Date" has the meaning ascribed to such term in the definition of Fixed Charge Coverage Ratio.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

6

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than earn-outs or similar consideration payable in connection with an acquisition), but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Equivalents” means:

1) United States dollars;

2) (a) euro, or any national currency of any participating member state of the European Monetary Union; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

3) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 24 months from the date of acquisition;

4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Senior Secured Credit Facility or with any domestic commercial bank having, at the time of the acquisition thereof, capital and surplus in excess of $500.0 million or any commercial bank of any foreign country having, at the time of acquisition thereof, capital and surplus in excess of $100.0 million (or the U.S. dollar equivalent thereof as of the date of determination);

5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

6) commercial paper having, at the time of acquisition, one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within 24 months after the date of acquisition;

7

7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of acquisition;

8) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and at the time of acquisition thereof, having one of the two highest ratings obtainable from either Moody’s or S&P (for purposes of this clause (8), variable rate bonds tied to short-term interest rates that are reset through an auction process that occurs no less frequently than once every 45 days shall be deemed to satisfy the foregoing maturity deadline, notwithstanding such bonds having a longer nominal maturity);

9) investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition;

10) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition;

11) Indebtedness with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 24 months or less from the date of acquisition;

12) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody's; and

13) local currencies (or investments in local currencies having correlative attributes to the foregoing) held by the Borrower or any of its Restricted Subsidiaries, from time to time in the ordinary course of business.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than a Lien permitted by this Agreement or by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

8

(2)the adoption of a plan relating to the liquidation or dissolution of the Borrower;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares; or

(4)after an initial public offering of Equity Interests of the Borrower or any direct or indirect parent of the Borrower, the first day on which (i) a majority of the members of the Board of Directors of the Borrower are not Continuing Directors, and (ii) the Principals and their Related Parties and any limited partners of the Principals do not, at such time, in the aggregate, (a) Beneficially Own, directly or indirectly, Voting Stock of the Borrower representing more than 50% of the total voting power of the Voting Stock of the Borrower or (b) have the right or ability by voting power, contract or otherwise to elect or designate a majority of the Board of Directors of the Borrower.

“Change of Control Offer” has the meaning ascribed to such term in Section 2.12(b).

“Change of Control Payment” has the meaning ascribed to such term in Section 2.12(b).

“Change of Control Payment Date” has the meaning ascribed to such term in Section 2.12(b).

“Closing Date” means the date on which the Loans are initially made.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“Commitment” means the Loan commitment of a Lender, and “Commitments” means such commitments of all Lenders. The amount of each Lender’s Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Commitments as of the Closing Date is $120.0 million.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profit or capital, including, without limitation, state, local and franchise taxes (such as the Pennsylvania capital tax and the Texas margin tax) (or the non-U.S-equivalent thereof) of such Person and its Restricted Subsidiaries for such period (including, without limitation, tax expenses of Foreign Subsidiaries and foreign withholding taxes paid or accrued for such period), to the extent that such provision for taxes was deducted (and not added back) in computing such Consolidated Net Income; plus

9

(2)the Fixed Charges of such Person and its Restricted Subsidiaries for such period (plus any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, amortization of deferred financing fees and any loss on early extinguishment of Indebtedness excluded from the definition of the term “Fixed Charges”), to the extent that such Fixed Charges were deducted (and not added back) in computing such Consolidated Net Income; plus

(3)the total amount of depreciation and amortization expenses (including amortization of goodwill and other intangibles and deferred financing costs or fees, and all expenditures in respect of licensed or purchased software or internally-developed software and software enhancements that are, or are required to be reflected as, capitalized costs, but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization were deducted (and not added back) in computing such Consolidated Net Income; plus

(4)any management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued by the Borrower and/or its Restricted Subsidiaries in such period pursuant to the terms of the Management Agreement and payments made pursuant to clauses (7), (8) and (15) under Section 6.11(b) to the extent deducted in computing such Consolidated Net Income; plus

(5)any other non-cash charges reducing Consolidated Cash Flow for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(6)any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Stock solely to the extent that such net cash proceeds are excluded from clause 3(B) of Section 6.4(a), or clauses (2), (5) or (17) under Section 6.4(b)); plus

(7)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Cash Flow, Consolidated Net Income or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Cash Flow pursuant to (11) below for any previous period and not added back; plus

(8)the amount of any minority interest expense consisting of income of a Restricted Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

10

(9)for any four-quarter period that includes any period of time prior to the closing of the Transactions, the costs, expenses, losses, savings and other adjustments reflected in the line items used in the calculation of pro forma Adjusted EBITDA with respect to the “LTM” period as set forth in note (4) to the table under the caption of “Offering Circular Summary—Summary Historical and Pro Forma Financial Information” in the Offering Circular shall be applied to such four-quarter period; provided that each such cost, expense, loss, savings or other adjustment is calculated in a manner that is (including with respect to estimates and assumptions) consistent with the presentation of the corresponding item in such note (4); plus

(10)the amount of loss on sale of Receivables and Related Assets to the Receivables Entity in connection with a Qualified Receivables Transaction; minus

(11)non-cash gains increasing such Consolidated Net Income for such period, excluding any such items to the extent they represent (a) the reversal in such period of an accrual of, or reserve for, potential cash expenses in a prior period, (b) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Cash Flow in a prior period, (c) the amortization of income that was paid in a prior period and (d) the accrual of revenue or income consistent with past practice, in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; providedthat:

1) the Net Income of any Person that is not a Restricted Subsidiary will be included only to the extent of the amount of dividends, distributions or other payments paid in cash (or to the extent converted into cash) to the specified Person or a Restricted Subsidiary of the Person, and, in the case of a net loss, only to the extent of any equity in the net loss of any such Person for such period to the extent the Borrower or a Restricted Subsidiary of the Borrower has funded such net loss in cash with respect to such period;

2) solely for the purposes of calculating Consolidated Net Income to determine the amount of Restricted Payments permitted under Section 6.4 hereof, the Net Income of any Restricted Subsidiary (other than a Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (a) except to the extent that such net income is actually or permitted to be paid to the Borrower or a Restricted Subsidiary of the Borrower by loans, advances, intercompany transfers, principal repayments or otherwise, and (b) unless such restriction with respect to the payment of dividends or similar distributions has been legally waived;providedthat Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

11

3) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period will be excluded;

4) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP (including the amortization of the consideration for any non-competition agreements entered into in connection with the Transactions), shall be excluded;

5) any net gain or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

6) non-cash charges relating to employee benefit or other management compensation plans of any direct or indirect parent of the Borrower (to the extent such non-cash charges relate to plans of any direct or indirect parent of the Borrower for the benefit of members of the Board of Directors of the Borrower (in their capacity as such) or employees of the Borrower and its Restricted Subsidiaries), the Borrower or any of its Restricted Subsidiaries or any non-cash compensation charge and other non-cash expenses or charges arising from any grant, issuance or repricing of stock appreciation or similar rights, stock, stock options, restricted stock or other equity-based awards of any direct or indirect parent of the Borrower (to the extent such non-cash charges relate to plans of any direct or indirect parent of the Borrower for the benefit of members of the Board of Directors of the Borrower (in their capacity as such) or employees of the Borrower and its Restricted Subsidiaries), the Borrower or any of its Restricted Subsidiaries (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) in each case will be excluded;

7) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition, net of taxes, shall be excluded;

12

8) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness will be excluded;

9) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Net Income accrued at any time following the date of this Agreement will be excluded;

10) any fees, expenses, costs or charges (including all transaction, restructuring and transition costs, fees and expenses (including diligence costs and cash severance costs)) or any amortization thereof, related to any acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness (including any refinancing transaction or amendment or modification of any debt instrument), Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action (in each case, including any such transaction consummated prior to the date of this Agreement and any such transaction undertaken but not completed), including (i) such fees, expenses or charges related to the offering of the Loans and the Credit Facilities and the Transactions and (ii) any amendment or other modification of the Loans and the Credit Facilities and, in each case, deducted (and not added back) in computing Net Income, will be excluded; and

11) accruals and reserves that are established within twelve months after the date of this Agreement that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruptioninsurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement.

“Consolidated Secured Debt Ratio” as of any date of determination, means the ratio of (1) Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Borrower’s Consolidated Cash Flow for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

13

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Borrower and all preferred stock of its Restricted Subsidiaries on a consolidated basis (other than Disqualified Stock or preferred stock owned by the Borrower or a Restricted Subsidiary of the Borrower), with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Borrower.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness(“primary obligations”) of any other Person (the“primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

2) to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Borrower who:

(1)was a member of such Board of Directors on the date of this Agreement;

(2)was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

(3)was nominated for election or elected to such Board of Directors with the approval of a Principal or a Related Party of a Principal.

14

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” has the meaning ascribed to such term in Section 7.2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

“Credit Document” means any of this Agreement, the Loan Notes, if any, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent or any Lender in connection herewith.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Senior Secured Credit Facility and the Senior Unsecured Credit Facility), indentures, or commercial paper facilities, in each case, with banks or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing and securitizations (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuance of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Credit Party” means each Person which is Borrower or one of its direct or indirect Subsidiaries from time to time party to a Credit Document.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Borrower or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation delivered to the Administrative Agent.

“Designated Senior Debt” means:

(i)any Indebtedness outstanding under the Senior Secured Credit Facility;

(ii)any Indebtedness outstanding under the Senior Unsecured Credit Facility; and

(iii)any other Senior Debt (other than under the Senior Secured Credit Facility and the Senior Unsecured Credit Facility) permitted under this Agreement, the principal amount of which is $25.0 million or more and that has been designated by the Borrower as "Designated Senior Debt" through delivery of a notice of such designation to the Administrative Agent.

15

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, for cash, on or prior to the date that is 91 days after the date on which the Loans mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Borrower may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.4 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary of the Borrower that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Borrower.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, written notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other written order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health and safety, natural resources or the environment.

16

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Borrower or any of its Subsidiaries or any Facility.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offering of Qualified Capital Stock of the Borrower or a direct or indirect parent of the Borrower, as the case may be.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which Borrower or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

17

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Excess Proceeds” has the meaning ascribed to such term in Section 6.8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Exchangeable Senior Subordinated Unsecured Credit Facility” means the Exchangeable Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among Borrower, Holdings, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Borrower after the date of this Agreement from:

(1)contributions to its common equity capital, and

18

(2) the sale (other than to a Subsidiary of the Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower) of Capital Stock (other than Disqualified Stock) of the Borrower, in each case designated as Excluded Contributions pursuant to an officer's certificate executed by the principal financial officer of the Borrower on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, which are excluded from the calculations set forth in (a) Sections 6.4(a)(3)(B), 6.4(b)(2) and 6.4(b)(17) and (b) Section 6.1(b)(21).

“Existing Indebtedness” means all Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness under the Senior Secured Credit Facility and the Senior Unsecured Credit Facility) in existence on the date of this Agreement.

“Facilities” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Borrower (unless otherwise provided in this Agreement).

“Fair Share” has the meaning ascribed to such term in Section 7.2.

“Fair Share Contribution Amount” has the meaning ascribed to such term in Section 7.2.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Borrower that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and, with respect to internally prepared financial statements, the absence of footnotes.

“First Priority Cash Management Obligations” means all obligations of the Borrower and certain of its Subsidiaries in respect of overdrafts and related liabilities owed to any other Person that arise from treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds, or any similar transactions, secured by assets of the Borrower and certain of its Subsidiaries under the documents that secure Obligations under the Senior Secured Credit Facility and any other Credit Facility.

19

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Borrower and its Subsidiaries ending on June 30 of each calendar year.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness (other than working capital borrowings, unless such Indebtedness has been permanently repaid) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) the Transactions, future acquisitions, Investments, dispositions, issuances, incurrences or repayments of Indebtedness, Equity Offerings, issuances or dispositions of Equity Interests, recapitalizations, mergers, consolidations, disposed or discontinued operations and other specified actions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date (including any transaction giving rise to the need to make such calculation) will be given pro forma effect (in accordance with Regulation S-X under the Securities Act), including Pro Forma Cost Savings (and the change in any associated fixed charge obligation and change in Consolidated Cash Flow resulting therefrom), whether or not such Pro Forma Cost Savings complies with Regulation S-X, as if they had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary of the Borrower or was merged with or into the Borrower or any Restricted Subsidiary of the Borrower since the beginning of such period) shall have made any acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action had occurred at the beginning of the applicable four-quarter period;

20

(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded (including by adding back the amount of any attributable Consolidated Cash Flow that was negative);

(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5)any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;

(6)if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (after giving effect to the operation of any Hedging Obligations applicable to such Indebtedness); and

(7)interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period (net of any interest income of such Person and its Restricted Subsidiaries for such period), to the extent such expense was deducted and not added back in computing Consolidated Net Income, including, without limitation, amortization of original issue discount, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Hedging Obligations or other derivative instruments pursuant to GAAP), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of all payments made or received pursuant to any Hedging Obligations (but excluding amortization of deferred financing fees and any loss on early extinguishment of Indebtedness, and, in calculating Fixed Charges for the purposes of determining the denominator of the Fixed Charge Coverage Ratio only, excluding (i) the accretion of any original issue discount or any non- cash interest expense resulting from the discounting of any Indebtedness resulting from fair value adjustments resulting from purchase accounting, (ii) any financing fees, tender premiums, call premiums and other non-recurring expenses, whether or not capitalized, in connection with the Transactions, the Loans, and Indebtedness that is retired with the proceeds of the Loans made on the date of this Agreement or which was retired with the proceeds of the Senior Secured Credit Facility, the Senior Unsecured Credit Facility or the Exchangeable Senior Subordinated Unsecured Credit Facility, (iii) penalties and interest relating to taxes, (iv) any expensing of bridge, commitment and other financing fees and (v) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Transaction); plus

21

(2)any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus

(3)the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(4)the product of (a) all cash dividends or other similar distributions paid (excluding items eliminated in consolidation) on any series of preferred stock of such Person or any preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Borrower (other than Disqualified Stock) or to the Borrower or a Restricted Subsidiary of the Borrower, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP. For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funding Guarantor” has the meaning ascribed to such term in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession or in the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC, in effect as of the date of determination thereof.

22

“Goldman Sachs” means Goldman, Sachs & Co.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Guaranteed Obligations” has the meaning ascribed to such term in Section 7.1.

“Guarantors” means:

(1)each Domestic Subsidiary of the Borrower as of the date of this Agreement; and

(2)each other Restricted Subsidiary of the Borrower that executes a Guaranty in accordance with the provisions of this Agreement, and their respective successors and assigns, in each case, until the Guaranty of such Person has been released in accordance with the provisions of this Agreement.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” shall include, without regard to amount and/or concentration (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic including but not limited to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components, including but not limited to asbestos-containing materials and manufactured products containing Hazardous Materials.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

23

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)Interest Rate Agreements;

(2)commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and

(3)foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Aeroflex and its Subsidiaries, for the Fiscal Year ending June 30, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Aeroflex and its Subsidiaries for any interim period ended at least 45 days prior to the Closing Date, beginning with the Fiscal Quarter ending March 31, 2007, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six- or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii) to the extent any such financial statements are not required to be filed by Aeroflex or any of its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, certified by the chief financial officer of Borrower that they fairly present, in all material respects, the financial condition of Aeroflex and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and, with respect to internally prepared financial statements, the absence of footnotes.

“Holdings” means AX Holding Corp., a Delaware corporation.

“Increased-Cost Lender” has the meaning ascribed to such term in Section 2.23.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

1) in respect of borrowed money;

2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables entered into in the ordinary course, to the extent such Obligations are cash collateralized or such letters of credit secure Obligations entered into in the normal course of business of such Person and such letters of credit are not drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no later than three business days following receipt by such Person of a demand for reimbursement);

24

3) in respect of banker’s acceptances;

4) representing Capital Lease Obligations;

5) representing the balance deferred and unpaid of the purchase price of any property or services due, other than any such balance that constitutes an accrued expense or trade payable or other expense incurred in the ordinary course of business (including, without limitation, obligations owing to customers and suppliers); or

6) representing any interest rate Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

Notwithstanding the foregoing, in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, assets or Capital Stock not in the ordinary course of business, the term “Indebtedness” will exclude (i) Contingent Obligations in the ordinary course of business, (ii) obligations in connection with a Qualified Receivables Transaction and (iii) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed, determined and undisputed the amount is paid within 60 days thereafter.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Loans or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including the enforcement of the Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries.

25

“Indemnitee” has the meaning ascribed to such term in Section 10.3.

“Insolvency or Liquidation Proceeding” shall mean (i) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Credit Party; (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Credit Party or with respect to a material portion of their respective assets; (iii) any liquidation, dissolution, reorganization or winding up of any Credit Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Credit Party.

“Interest Payment Date” means February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day.

“Interest Period” means an interest period of six months ending on February 15 and August 15 of each year; provided that (i) the interest period commencing on the Closing Date shall expire on February 15, 2008 and (ii) no Interest Period with respect to any portion of any Loan shall extend beyond such Loan’s maturity date.

“Interest Rate Agreement” means any interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk and other agreements or arrangements designed to manage interest rates or interest rate risk.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency.

26

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries; and

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees of Indebtedness), advances or capital contributions (excluding (i) commission, travel and similar advances to officers and employees made in the ordinary course of business and (ii) extensions of credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or for workers’ compensation, in each case, that are incurred in the ordinary course of business and recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person prepared in accordance with GAAP), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Borrower or any Restricted Subsidiary of the Borrower sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Borrower such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Borrower, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Borrower’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the second to last paragraph of Section 6.4(b). Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Loan” means a term loan made by a Lender to a Borrower pursuant to Section 2.1 on the Closing Date and all PIK Interest capitalized thereon pursuant to Section 2.8(c).

27

“Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender; provided, at any time prior to the making of a Loan, the Loan Exposure of any Lender shall be equal to such Lender’s Commitment.

“Loan Maturity Date” means the earlier of (i) February 15, 2015, and (ii) the date that all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Loan Note” means a promissory note evidencing a Loan, substantially in the form of Exhibit B, as it may be amended, supplemented or otherwise modified from time to time.

“Loan Obligations” means all obligations of every nature of each Credit Party, including obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them, under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.

“Management Agreement” means that certain management agreement dated August 15, 2007 among the Borrower, VGG Holding LLC, AX Holding Corp., Veritas Capital Fund Management, L.L.C., GGC Administration, LLC and Goldman, Sachs & Co, as amended.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, properties, assets, or financial condition of Borrower and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Loan Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender under any Credit Document.

“Merger” means the merger of AX Acquisition with and into Aeroflex, with Aeroflex as the surviving corporation.

“Moody’s” means Moody’s Investor Services, Inc.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate; provided that such narrative report may be in the form of a management’s discussion and analysis of financial condition and results of operations customarily included in filings made with the SEC.

28

“Net Income” means, with respect to any specified Person, the net income (or loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without giving effect to the $2.5 million threshold provided in the definition thereof) or other asset disposition or abandonment (other than in the ordinary course of business) and reserves relating thereto; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any (i) Indebtedness or (ii) other derivative instruments of such Person or any of its Restricted Subsidiaries, in each case, together with any related provisions for taxes on such gains and losses;

(2)any extraordinary, non-recurring or unusual gain (or loss) or expense, (including relating to the Transactions, acquisitions, restructurings or any multi-year strategic initiatives), including, without limitation, the amount of any restructuring charges, integration costs, or other business optimization costs and expenses (including related to the closure and/or consolidation of facilities and/or reductions in headcount, severance, relocation costs and curtailments or modifications to pension and postretirement employee benefit plans and other non-recurring payments to employees related to severance, 280G, supplemental employee retirement plan, deferred compensation, consulting, acceleration of payments of other employment related benefits or other payments related to the termination, whether for cause or not, or retirement or made to former employees or the termination of an employee agreement, retention bonuses and litigation settlements or losses), or reserves deducted, in each case, together with any related provision for taxes on such extraordinary, non-recurring or unusual gain (or loss) or expense; and

(3)any net unrealized gain or loss (after any offset) resulting in such period from any Hedging Obligation or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133.

“Net Proceeds” means the aggregate cash proceeds received by the Borrower or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration, including Designated Noncash Consideration, received in any Asset Sale), net of the direct costs relating to such Asset Sale or disposition of such non-cash consideration, including, without limitation, legal, accounting and investment banking fees, appraisal and insurance adjuster fees and sales commissions, and any severance or relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account without duplication, (1) any amounts required to be applied to the repayment of Indebtedness secured by a Lien on the assets that were the subject of such Asset Sale, (2) appropriate amounts to be maintained as a reserve for payment with respect to liabilities associated with such asset or assets and retained by the Borrower or a Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, severance costs, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligationsassociated with such transaction, (3) any reserves for adjustment in respect of the sale price of such asset, (4) amounts required to be paid to any Person (other than the Borrower or its Restricted Subsidiaries) owning a beneficial interest in the assets that are the subject of such transaction, and (5) any cash escrows in connection with purchase price adjustments, reserves or indemnities (until released).

29

“Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Borrower nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Borrower or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3)as to which (a) the explicit terms provide that there is no recourse against any assets of the Borrower or any of its Restricted Subsidiaries or (b) the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Borrower or any of its Restricted Subsidiaries.

“Non-US Lender” has the meaning ascribed to such term in Section 2.20(c).

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the documents governing any such Indebtedness, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), penalties, fees, indemnifications, reimbursements, expenses, damages and other amounts, obligations and liabilities payable under the documentation governing any Indebtedness.

“Obligee Guarantor” has the meaning ascribed to such term in Section 7.7.

“Offer Amount” has the meaning ascribed to such term in Section 2.12(a).

30

“Offering Circular” means the Borrower’s preliminary offering circular, dated July 13, 2007, used in connection with the attempted offering of $370.0 million aggregate principal amount of senior notes due 2015, which is attached hereto as Exhibit I.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person, or other person expressly authorized by resolution or written consent to represent such Person in such capacity.

“Officers’ Certificate” means a certificate signed on behalf of the Borrower by two Officers of the Borrower, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrower, that meets the requirements of Section 10.25 hereof.

“Opinion of Counsel” means an opinion from legal counsel, that meets the requirements of Section 10.24 hereof. The counsel may be an employee of or counsel to the Borrower or any Subsidiary of the Borrower.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any other Person, comparable instruments and documents, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Payment Blockage Notice” has the meaning ascribed to such term in Section 14.3

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Business” means any business engaged in by the Borrower or any of its Subsidiaries on the date hereof and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Borrower and its Subsidiaries are engaged on the date hereof.

“Permitted Debt” has the meaning ascribed to such term in Section 6.1.

“Permitted Investments” means:

31

(1)	any Investment in the Borrower or in a Restricted Subsidiary of the Borrower;
(2)	any Investment in Cash Equivalents;
(3)	any Investment by the Borrower or any Restricted Subsidiary of the

Borrower in a Person, if as a result of such Investment:

(a)such Person becomes a Restricted Subsidiary of the Borrower; or

(b)such Person, in one transaction, or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary of the Borrower; and, in each case, any Investment held by such Person; provided that such Investments were not acquired in contemplation of such merger, consolidation or transfer;

(4)any Investment made as a result of the receipt of non-cash consideration from (a) an Asset Sale that was made pursuant to and in compliance with Section 6.8 hereof or (b) a sale or other disposition of assets not constituting an Asset Sale;

(5)any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or a direct or indirect parent of the Borrower;

(6)any Investment acquired by the Borrower or any of its Restricted Subsidiaries:

(a)in exchange for any other Investment or accounts receivable or claim held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person or the good faith settlement of delinquent obligations of a Person or of a litigation arbitration or other dispute, or

(b)as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(⁷)Investments represented by any Hedging Obligations;

(8) loans, guarantees of loans, advances, and other extensions of credit to or on behalf of current and former officers, directors, employees, and consultants of the Borrower, a Restricted Subsidiary of the Borrower, or a direct or indirect parent of the Borrower made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of the Borrower or any direct or indirect parent of the Borrower or in connection with any relocation costs related to the relocation of the corporate headquarters of the Borrower, in an amount not to exceed $2.0 million at any one time outstanding;

32

(9)[Reserved];

(10)any Investment of the Borrower or any of its Restricted Subsidiaries existing on the date of this Agreement and any extension, modification or renewal of such existing Investments, to the extent not involving any additional Investment other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such Investments as in effect on the date of this Agreement;

(11)guarantees otherwise permitted by the terms of this Agreement;

(12)Investments resulting from the acquisition of a Person, otherwise permitted by this Agreement, which Investments at the time of such acquisition were held by the acquired Person and were not acquired in contemplation of the acquisition of such Person;

(13)Investments in joint ventures engaged in a Permitted Business having an aggregate value (measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) since the date of this Agreement not to exceed $25.0 million;

(14)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(15)Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $5.0 million measured at the time of such Investment;

(16)advances to suppliers and customers in the ordinary course of business;

(17)receivables owing to the Borrower or any Restricted Subsidiary, prepaid expenses and deposits, if created, acquired or entered into in the ordinary course of business;

(18)payroll, business-related travel, and similar advances to cover matters that are expected at the time of such advances to be ultimately treated as expenses for accounting purposes and that are made in the ordinary course of business;

(19)any Investment in a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing the Qualified Receivables Transaction or any related Indebtedness;

(20)other Investments in any Person other than an Affiliate of the Borrower made since the date of this Agreement having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) that are at such time outstanding not to exceed the greater of $25.0 million and 1.5% of Total Assets; and

33

(21) Investments in deposit accounts.

“Permitted Junior Securities” means:

(1)Equity Interests in the Borrower or any Guarantor; or

(2)debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Loans and each Guaranty are subordinated to Senior Debt under this Agreement.

“Permitted Liens” means:

(1)Liens securing Senior Debt that was permitted by the terms of this Agreement to be incurred;

(2)[Reserved];

(3)Liens in favor of the Borrower or the Guarantors;

(4)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Borrower or any Subsidiary of the Borrower; providedthat such Liens were in existence prior to and were not incurred in connection with or in the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or the Subsidiary and assets or property affixed or appurtenant thereto;

(5)Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Borrower or any Subsidiary of the Borrower and assets or property affixed or appurtenant thereto; providedthat such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(6)Liens to secure the performance of tenders, completion guarantees, statutory obligations, surety or appeal bonds, bids, leases, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(⁷)Liens existing on the date of this Agreement;

(8)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; providedthat any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9)Liens imposed by law, such as carriers’ warehousemen’s, landlords’, mechanics’, suppliers’, materialmen’s and repairmen’s Liens, or in favor of customs or revenue authorities or freight forwarders or handlers to secure payment of custom duties, in each case, incurred in the ordinary course of business;

34

(10)survey exceptions (or any state of facts an accurate survey would disclose), easements or reservations of, or rights of others for or pursuant to any leases, licenses, rights-of-way, or other similar agreements or arrangements, development, air or water rights, sewers, electric lines, telegraph and telephone lines and other utility lines, pipelines, service lines, railroad lines, improvements and structures located on, over or under any property, drains, drainage ditches, culverts, electric power or gas generating or co-generation, storage and transmission facilities and other similar purposes, or zoning or other restrictions as to the use of real property or minor defects in title which were not incurred to secure the payment of Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11)Liens created for the benefit of (or to secure) the Loans (or the Guaranties) and all other Loan Obligations under the Credit Documents;

(12)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Agreement; provided,however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the Indebtedness being refinanced arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

(13)Liens incurred by the Borrower or any Restricted Subsidiary of the Borrower with respect to obligations that do not exceed, at any one time outstanding, the sum of (a) $20.0 million, plus (b) if, at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0, an additional $20.0 million; in each case, measured at the time of incurrence thereof;

(14)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(15)Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits, or casualty or liability insurance or self insurance including any Lien securing letters of credit issued in the ordinary course of business in connection therewith;

(16)judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made in conformity with GAAP;

35

(17)Liens securing Hedging Obligations incurred pursuant to Section 6.1(b)(10);

(18)any extension, renewal or replacement, in whole or in part, of any Lien described in clauses (4), (5), (7), (19), (20) or (21) of this definition; provided that any such extension, renewal or replacement is no more restrictive taken as a whole than the Lien so extended, renewed or replaced and does not extend to any additional property or assets, in conformity with GAAP;

(19)any interest or title of a lessor, licensor or sublicensee under any operating lease, license or sublicense, as applicable (including, without limitation, precautionary financing statements filed in connection therewith) and leases, subleases and licenses granted to others that do not interfere in any material respect with the business of such Person;

(20)Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Borrower or any Restricted Subsidiary thereof on deposit with or in possession of such bank;

(21)Liens on assets of Foreign Subsidiaries securing Indebtedness incurred in accordance with Section 6.1;

(22)Liens on Receivables and Related Assets of the type specified in the definition of “Qualified Receivables Transaction” to secure Indebtedness incurred and outstanding under Section 6.1(b)(1)(b);

(23)Liens securing First Priority Cash Management Obligations;

(24)Liens on Equity Interests in Unrestricted Subsidiaries;

(25)Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(26)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(27)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries, or (iii) relating to purchase order and other agreements entered into by the Borrower or any Restricted Subsidiary of the Borrower in the ordinary course of business.

36

“Permitted Payments to Parent” means, without duplication as to amounts:

(1)payments to any direct or indirect parent of the Borrower to permit such direct or indirect parent to pay directors’ fees, reasonable accounting, legal and administrative expenses of such Person when due; and

(2)for so long as the Borrower is a member of a group filing a consolidated or combined tax return with any direct or indirect parent of the Borrower, payments to such direct or indirect parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Borrower and its Subsidiaries (“Tax Payments”) and to pay franchise or similar taxes and fees of such direct or indirect parent required to maintain such direct or indirect parent’s corporate existence; provided that the amount of the Tax Payments shall not exceed the lesser of (in each case, as estimated in good faith by the Borrower) (i) the amount of the relevant tax (including any penalties and interest) that the Borrower would owe if the Borrower were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Borrower and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that direct or indirect parent actually owes to the appropriate taxing authority;

(3)customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of such direct or indirect parent corporation of the Borrower to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(4)general corporate overhead and operating expenses for such direct or indirect parent corporation of the Borrower to the extent such expenses are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(5)reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or other financing transaction by such direct or indirect parent of the Borrower; and

(6)obligations under the Management Agreement.

“Permitted Refinancing Indebtedness” means:

(1) any Indebtedness of the Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, redeem, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including the amount of any reasonably determined premium and defeasance costs, incurred in connection therewith and other amounts necessary to accomplish such refinancing);

37

(b)such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged;

(c)if the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Loans, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Loans on terms not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged;

(d)such Indebtedness is incurred either by the Borrower or by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced, defeased or discharged, unless the Indebtedness relates to a specific asset, in which case the obligor shall be the current owner of such asset; and

(2) any Disqualified Stock of the Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, refund, replace, defease or discharge other Indebtedness or Disqualified Stock of the Borrower or any of its Restricted Subsidiaries (other than Indebtedness or Disqualified Stock held by the Borrower or any of its Restricted Subsidiaries including intercompany Indebtedness); provided that:

(a)the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness, or the liquidation or face value of the Disqualified Stock, as applicable, so renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest or dividends thereon and the amount of any reasonably determined premium incurred in connection therewith);

(b)such Permitted Refinancing Indebtedness has a final redemption date equal to or later than the final maturity or redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged;

(c)such Permitted Refinancing Indebtedness is subordinated in right of payment to the Loans on terms not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged; and

38

(d)such Disqualified Stock is issued either by the Borrower or by the Restricted Subsidiary that is the issuer of the Indebtedness or Disqualified Stock being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

"PIK Interest" has the meaning ascribed to such term in Section 2.8(c).

“Platform” has the meaning ascribed to such term in Section 5.1(o).

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for Administrative Agent, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

“Principals” means (i) The Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc. and GS Direct, L.L.C, their respective Affiliates, any fund or account managed by any of the foregoing or any Affiliate thereof, (ii) any entity controlled directly or indirectly by any one or more of the foregoing or any group described in clause (iii), or (iii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Principals, collectively, have beneficial ownership of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares.

39

"Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action that occurred during the four quarter period or after the end of the four quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of this Agreement, (ii) were actually implemented in connection with such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action, and prior to the Calculation Date that are supportable and quantifiable by the underlying accounting records or (iii) relate to such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or other specified action and that the Borrower reasonably determines are probable based upon specifically identifiable actions to be taken within 18 months of the date of the acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action; provided that the aggregate amount of cost savings added pursuant to this definition shall not exceed (x) for the one year period following the Closing Date with respect to the Acquisition, an aggregate amount equal to $24,500,000, which amount shall be reduced each Fiscal Quarter following the first Fiscal Quarter ending after the Closing Date by twenty-five percent (25%) of such initial aggregate amount, and (y) with respect to any other acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action, an aggregate amount equal to $20,000,000 during each twelve month period following the Closing Date (provided no amounts shall be carried forward to any succeeding twelve month period), which allocated amount shall be reduced each Fiscal Quarter following the date of such acquisition, Investment, disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity Interests, recapitalization, merger, consolidation, disposed or discontinued operation or specified action by twenty-five percent (25%) of such initial allocated amount, in each case with respect to clauses (x) and (y) with any increase in such amounts subject to the Administrative Agent’s sole discretion and with calculations certified by the Chief Financial Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent.

“Projections” has the meaning ascribed to such term in Section 4.8.

“Pro Rata Share” means with respect to all payments, computations and other matters relating to the Loan of any Lender, the percentage obtained by dividing (a) the Loan Exposure of that Lender by (b) the aggregate Loan Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Loan Exposure of all Lenders.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Proceeds” means any of the following or any combination of the following:

(1)Cash Equivalents; and

(2)the Fair Market Value of assets that are used or useful in the Permitted Business; and

(3)the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Borrower or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Borrower or any Restricted Subsidiary.

40

The Fair Market Value of any assets or Capital Stock that are required to be valued by this definition will be determined in good faith by the Board of Directors of the Borrower whose resolution with respect thereto will be delivered to the Administrative Agent. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary of the Borrowerpursuant to which the Borrower or any of its Restricted Subsidiaries may sell, convey, contribute to capital or otherwise transfer to a Receivables Entity, or may grant a security interest in or pledge, any Receivables or interests therein and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other documentation in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), which transfer, grant of security interest or pledge is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests, or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in Receivables and Related Assets, it being understood that a Qualified Receivables Transaction may involve:

(1)one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein, and

(2)periodic transfers or pledges of Receivables or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, and provided that:

(a)the Board of Directors of the Borrower or any Restricted Subsidiary of the Borrower which is party to such Qualified Receivables Transaction shall have determined in good faith that such Qualified Receivables Transaction is economically fair and reasonable to the Borrower or such Restricted Subsidiary of the Borrower as applicable, and the Receivables Entity, and

(b)the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Board of Directors of the Borrower or any Restricted Subsidiary which is party to such Qualified Receivables Transaction).

41

The grant of a security interest in any accounts receivables of the Borrower or any of its Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Senior Secured Credit Facility shall not be deemed a Qualified Receivables Transaction.

“Real Estate Asset” means, at any time of determination, any fee interest then owned by any Credit Party in any real property.

“Receivables” means accounts receivable (including all rights to payment created by or arising from the sale of goods, or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) of the Borrower or any Restricted Subsidiary of the Borrower, whether now existing or arising in the future.

“Receivables Entity” means any Person formed for the purposes of engaging in a Qualified Receivables Transaction with the Borrower or any of its Restricted Subsidiaries which engages in no activities other than in connection with the financing of Receivables of the Borrower and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Restricted Subsidiary of the Borrower that is the direct parent company of such Receivables Entity, or, if the Receivables Entity is not a Subsidiary of the Borrower, by the Board of Directors of any Restricted Subsidiary of the Borrower participating in such Qualified Receivables Transaction (in each case as provided below), as a Receivables Entity and:

(1)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a)is guaranteed by the Borrower or any Restricted Subsidiary of the Borrower other than a Receivables Entity (excluding any guarantees (other than guarantees of the principal of, and interest on, Indebtedness and guarantees of collection on Receivables) pursuant to Standard Securitization Undertakings);

(b)is recourse to or obligates the Borrower or any Restricted Subsidiary of the Borrower (other than a Receivables Entity) in any way other than pursuant to Standard Securitization Undertakings; or

(c)subjects any property or asset of the Borrower or any Restricted Subsidiary of the Borrower other than a Receivables Entity, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)with which neither the Borrower nor any Restricted Subsidiary of the Borrower other than a Receivables Entity has any material contract, agreement, arrangement or understanding other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at that time from Persons that are not Affiliates of the Borrower; and

42

(3)to which neither the Borrower nor any Restricted Subsidiary of the Borrower has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).

Any such designation by the Board of Directors of the applicable Restricted Subsidiary of the Borrower shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of such Board of Directors giving effect to such designation and an officer's certificate certifying that such designation complied with the foregoing conditions.

“Receivables Financing” means any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which the Borrower or any Restricted Subsidiary of the Borrower may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets of the type specified in the definition of “Qualified Receivables Transaction.”

“Register” has the meaning ascribed to such term in Section 2.7(b).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the SEC under the Securities Act and Exchange Act as in effect from time to time.

“Related Agreements” means, collectively, the Senior Secured Credit Documents, and the Senior Unsecured Credit Documents.

“Related Assets” has the meaning ascribed to such term in the definition of Qualified Receivables Transaction in this Section 1.1.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Party” means:

1) any controlling stockholder, partners, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

43

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Lender” has the meaning ascribed to such term in Section 2.23.

“Representative” means the Senior Exchange Note Trustee or other trustee, agent, representative, or the administrative agent, from time to time, for any Senior Debt.

“Requisite Lenders” means one or more Lenders having or holding outstanding Loans and representing more than 50% of the aggregate principal amount of the Loans then outstanding.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” has the meaning ascribed to such term in Section 6.4.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“SEC” means the Securities and Exchange Commission.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securitization Assets” means any account receivable or other revenue stream subject to a Qualified Receivables Transaction.

“Senior Debt” means:

(1)all Indebtedness of the Borrower or any Guarantor outstanding under the Senior Secured Credit Facility and all Hedging Obligations with respect thereto;

44

(2)all Indebtedness of the Borrower or any Guarantor outstanding under the Senior Unsecured Credit Facility;

(3)any other Indebtedness of the Borrower or any Guarantor permitted to be incurred under the terms of this Agreement, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Loans or any Guaranty, and

(4)all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include:

(1)any liability for federal, state, local or other taxes owed or owing by the Borrower;

(2)any intercompany Indebtedness of the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries;

(3)any Indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (other than with the proceeds of revolving credit borrowings permitted hereby);

(4)the portion of any Indebtedness that is incurred in violation of this Agreement; or

(5)Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of Section 1111(b)(1) of the Bankruptcy Code.

“Senior Exchange Note Indenture” means an indenture relating to the Senior Exchange Notes, among Borrower, as issuer, the Subsidiary Guarantors, as guarantors, and the Senior Exchange Note Trustee.

“Senior Exchange Notes” means the senior unsecured exchange notes of Borrower, guaranteed by the Subsidiary Guarantors, to be issued from time to time by the Borrower under the Senior Exchange Note Indenture and authenticated by the Senior Exchange Note Trustee and delivered in exchange for Senior Unsecured Term Loans in an equal principal amount (including any capitalized interest) from time to time pursuant to Section 2.3 of the Senior Unsecured Credit Facility.

“Senior Exchange Note Trustee” means the trustee under the Senior Exchange Note Indenture, and each of its successors in such capacity.

“Senior Officer” means, with respect to any Person other than a natural person, the President, Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer of such Person.

45

“Senior Registration Rights Agreement” means the registration rights agreement among Borrower, the Subsidiary Guarantors and the Administrative Agent, on behalf of the Lenders and holders of Senior Exchange Notes, pursuant to which the Borrower will agree to file a shelf registration statement with respect to the Senior Exchange Notes under which the Senior Exchange Notes will be registered for public sale.

“Senior Secured Credit Documents” means the Senior Secured Credit Facility, the notes issued thereunder, if any, the Collateral Documents (as defined therein), any documents or certificates executed by Borrower in favor of an issuing bank relating to Letters of Credit (as defined therein) and each other document executed in connection with the foregoing.

“Senior Secured Credit Facility” means the Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition, Borrower, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time in compliance with this Agreement, and GSCP, as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with the terms of this Agreement, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means of a receivables financing or sales of debt securities to institutional investors) in whole or in part from time to time, in compliance with this Agreement including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings or letters of credit thereunder or adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Senior Secured Term Loans” means the term loans made to Borrower pursuant to the Senior Secured Credit Facility.

“Senior Unsecured Credit Documents” means, collectively, the Senior Unsecured Credit Facility, the Senior Exchange Note Indenture, the Senior Exchange Notes, the Senior Registration Rights Agreement and each other document executed in connection with the Senior Unsecured Credit Facility or the Senior Exchange Note Indenture.

“Senior Unsecured Credit Facility” means the Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by and among AX Acquisition, Borrower, certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced from time to time in accordance with this Agreement, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), substituted or refinanced (including by means ofa receivables financing or sales of debt securities to institutional investors) in whole or in part from time to time in compliance with this Agreement, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings or letters of credit thereunder or adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

46

“Senior Unsecured Interim Loans” means the term loans made on August 15, 2007 to the Borrower pursuant to Section 2.1(a) of the Senior Unsecured Credit Facility.

“Senior Unsecured Term Loans” means the term loans made to the Borrower pursuant to Section 2.2 of the Senior Unsecured Credit Facility.

“Significant Subsidiary" means any Subsidiary of the Borrower that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date of this Agreement.

“Solvency Certificate” means a Solvency Certificate of Borrower substantially in the form of Exhibit G-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets on a going concern basis; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Standard Securitization Undertakings” means all representations, warranties, covenants, indemnities, performance guarantees and servicing obligations entered into by the Borrower or any Subsidiary of the Borrower (other than a Receivables Entity) which are customary in connection with any Qualified Receivables Transaction.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Agreement, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

47

“Subsidiary” means, with respect to any specified Person:

1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Syndication Agent” has the meaning ascribed to such term in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided,“Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

“Terminated Lender” has the meaning ascribed to such term in Section 2.23.

“Total Assets” means the total consolidated assets of the Borrower and its Restricted Subsidiaries, as shown on the most recent internal balance sheet of the Borrower prepared on a consolidated basis (excluding Unrestricted Subsidiaries) in accordance with GAAP.

“Transactions” means (i) the transactions contemplated by the Agreement and Plan of Merger dated as of May 25, 2007 among AX Holding Corp., AX Acquisition Corp. and the Borrower, and the financing of such transactions, including the borrowings under the Senior Secured Credit Facility, the Senior Unsecured Credit Facility and the Exchangeable Senior Subordinated Unsecured Credit Facility and (ii) any refinancing of the Senior Unsecured Credit Facility, as permitted under the terms of this Agreement and the Senior Unsecured Credit Facility.

“Treasury Rate” means, as determined by the Borrower, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to August 15, 2011; provided,however, that if the period from the redemption date to August 15, 2011, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

48

“Unrestricted Subsidiary” means any Subsidiary of the Borrower that is designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)has no Indebtedness other than Non-Recourse Debt;

(2)except as permitted by Section 6.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower;

(3)is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4)has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

“U.S. Lender” has the meaning ascribed to such term in Section 2.20(c).

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

49

1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Section 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial measurements, standards or terms in this Agreement, then Borrower and Administrative Agent agree to enter into negotiations in good faith to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Holding’s and its Subsidiaries’ financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the appropriate Credit Parties and the Requisite Lenders, all financial measurements, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.

1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

SECTION 2. LOANS

2.1. Loans.

(a)Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Loan to Borrower in an amount equal to such Lender’s Commitment. Borrower may make only one borrowing under the Commitments, which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.12 and 2.13, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Loan Maturity Date. Each Lender’s Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date.

(b)Borrowing Mechanics for Loans.

(i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one (1) Business Day prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

50

(ii) Each Lender shall make its Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the applicable conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower.

2.2. Outstanding Loans. (a) The Loans outstanding at any time are all the Loans made by the Lenders, except for those which have been cancelled and those described in this Section 2.2(a) as not outstanding. Except as set forth in Section 2.2(b) hereof, a Loan does not cease to be outstanding because the Borrower or an Affiliate of the Borrower holds the Loan; however, Loans held by the Borrower or a Subsidiary of the Borrower shall not be deemed to be outstanding for purposes of Section 2.13(b) hereof.

(b) In determining whether the holders of the required principal amount of Loans have concurred in any direction, waiver or consent, Loans held (whether through an assignment or participation) by the Borrower or any Guarantor or any of their respective Affiliates, or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Borrower or any Guarantor or any of their respective Affiliates, will be considered as though not outstanding, except that for the purposes of determining whether the Administrative Agent will be protected in relying on such direction, waiver or consent, only Loans that the Administrative Agent knows are so held will be so disregarded.

2.3. [Reserved]

2.4. [Reserved]

2.5. Pro Rata Shares; Availability of Funds.

(a)Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder.

51

(b)Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on the Closing Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on the Closing Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on the Closing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds. The proceeds of the Loans shall be applied by the Borrower on the Closing Date (i) to repay in full the indebtedness owed by the Borrower under the Exchangeable Senior Subordinated Unsecured Credit Facility and (ii) to pay related transaction costs, fees, commissions and expenses in connection therewith. No portion of the proceeds of any Loan shall be used in any manner that causes or might cause such Loan or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Loan Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect any Borrower’s Loan Obligations in respect of any applicable Loans; and providedfurther, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Loan Obligations in respect of any Loan. Borrower hereby designates GSCP to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agree that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

52

(c)Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) one or more Loan Notes to evidence such Lender’s Loan.

2.8. Interest on Loans.

(a)Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof at the Applicable Rate.

(b)Interest payable pursuant to Section 2.8(a) shall be computed on the basis of a 360-day year of twelve 30-day months for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan, the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(c)Except as otherwise set forth herein, for any Interest Period ending on or prior to August 15, 2010, interest shall (i) accrue on a daily basis and shall be payable entirely by capitalizing, compounding, and adding such interest to the unpaid principal amount of Loans (such interest, "PIK Interest") on each Interest Payment Date with respect to interest accrued since (a) the Closing Date for the first Interest Payment Date, on and to such Interest Payment Date, and (b) the previous Interest Payment Date on and to each such Interest Payment Date for each Interest Payment Date thereafter, and (ii) accrue on a daily basis and shall be payable in arrears upon any prepayment of the Loans, whether voluntary or mandatory, to the extent accrued on the amount being prepaid. All such PIK Interest so added shall be treated as principal of the Loans for purposes of this Agreement (regardless of whether evidenced by any Loan Note).

(d)For any Interest Period for the Loans ending after August 15, 2010, interest (i) shall accrue on a daily basis and shall be payable in arrears in Cash; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of the Loans, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of any such Loan, including final maturity of the Loans.

(e)Notwithstanding the foregoing, if at the end of any accrual period (as defined in Code Section 1272(a)(5)) ending after the fifth anniversary of the issuance of a Loan, the aggregate amount of accrued and unpaid original issue discount (as defined in Code Section 1273(a)(1)) on a Loan would, but for this paragraph, exceed an amount equal to the product of a Loan’s issue price (as defined in Code Sections 1273(b) and 1274(a)) multiplied by the yield to maturity (as defined in Treasury Regulation Section 1.1272-1(b)(1)(i)) (the "Maximum Accrual"), all accrued and unpaid interest, including any PIK Interest, and original issue discount on a Loan as of the end of such accrual period in excess of an amount equal to the Maximum Accrual shall be paid by the Borrower to the holder of a Loan

53

2.9. [Reserved]

2.10. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a) with respect to principal or interest, the overdue principal or interest shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand in cash at a rate equal to 1% per annum in excess of the interest rate then in effect on the Loans, to the extent lawful. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees. Borrower agrees to pay to Agents such fees in the amounts and at the times separately agreed upon.

2.12. Offers to Prepay Loans.

(a) Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 6.8, the Borrower is required to commence an offer to prepay all or any part of the Loans, which prepayment shall be made at a prepayment price not less than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest) (an“Asset Sale Offer”), it will follow the procedures specified below.

(i)Any Asset Sale Offer is to remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days (the “Asset Sale Offer Period”). No later than three Business Days after the termination of the Asset Sale Offer Period, (the “Asset Sale Payment Date”), the Borrower shall apply all such Excess Proceeds (the “Offer Amount”) to prepay any Loans that a Lender has elected for prepayment.

(ii)Upon commencement of an Asset Sale Offer, the Borrower will send written notice to the Administrative Agent. The notice will contain all instructions and materials necessary to enable Lenders to accept the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(1)that the Asset Sale Offer is being made pursuant to this Section 2.12(a) and the length of time the Asset Sale Offer will remain open;

(2)the prepayment price, the Offer Amount and the Asset Sale Payment Date;

(3)that any Loan with respect to which the applicable Lender has not accepted the Asset Sale Offer will continue to accrue interest;

(4)that, unless the Borrower defaults in making such payment, any Loan with respect to which the applicable Lender has accepted the Asset Sale Offer will cease to accrue interest after the Asset Sale Payment Date;

54

(5)that Lenders electing to have Loans prepaid pursuant to any Asset Sale Offer will be required to notify the Administrative Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Sale Payment Date;

(6)that any Lender will be entitled to withdraw its election if the Administrative Agent receives, not later than the expiration of the Asset Sale Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of the Loans the Lender elected to have prepaid and a statement that such Lender is withdrawing its election to have such Loans prepaid; and

(7)that, if the aggregate principal amount of Loans with respect to which the Lenders have accepted prepayment exceeds the Offer Amount, the Borrower will select the Loans to be prepaid ona pro rata basis based on the principal amount of Loans with respect to which the Lenders have accepted prepayment.

On the Asset Sale Payment Date, the Borrower will prepay, on a pro rata basis to the extent necessary, the Offer Amount of Loans or portions thereof accepting prepayment pursuant to the Asset Sale Offer, or if less than the Offer Amount has accepted prepayment, all Loans accepting prepayment, and prepay the Loans properly electing prepayment.

(b) Change of Control.

(i) Upon the occurrence of a Change of Control, the Borrower will make an offer(“Change of Control Offer”) to the Lenders to prepay all or any part (as elected by each Lender with respect to its Loan) of the Loans at a prepayment price in cash equal to 101% of the aggregate principal amount of Loans prepaid plus accrued and unpaid interest to the date of prepayment (the “Change of Control Payment”). Within 30 days following any Change of Control, the Borrower will deliver a notice to the Administrative Agent describing the transaction or transactions that constitute the Change of Control and stating:

(1)that the Change of Control Offer is being made pursuant to this Section 2.12(b) and that all Loans held by Lenders who accept such offer will be prepaid;

(2)the prepayment price and the prepayment date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)that any Loan held by a Lender who does not accept such offer will continue to accrue interest;

(4)that, unless the Borrower defaults in the payment of the Change of Control Payment, all Loans prepaid pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

55

(5)that Lenders electing to have any Loans prepaid pursuant to a Change of Control Offer will be required to notify the Administrative Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; and

(6)that any Lender will be entitled to withdraw its election if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Loans for which prepayment was previously elected, and a statement that such Lender is withdrawing its election to have the Loans prepaid.

(ii) On the Change of Control Payment Date, the Borrower will, to the extent lawful:

(1)prepay (at the premium set forth above) all Loans or portions of Loans with respect to which the applicable Lenders have accepted the Change of Control Offer; and

(2)deliver or cause to be delivered to the Administrative Agent an Officers’ Certificate of the Borrower stating the aggregate principal amount of Loans or portions of Loans being prepaid by the Borrower.

The Borrower will inform the Administrative Agent of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

2.13. Voluntary Prepayments/Prepayment Premium/Equity Prepayment Premium.

(a) Voluntary Prepayments

(i) At any time on or after August 15, 2011, the Borrower may prepay any Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1.0 million and integral multiples of $100,000 in excess of that amount, or, if less, the entire principal amount thereof then outstanding, upon payment by the Borrower to the Lenders of (x) a prepayment fee on the principal amount of such Loans so prepaid as follows:

Date of Prepayment:	Prepayment Fee as a Percentage of the Principal Amount Prepaid:
On or after August 15, 2011, but before August 15, 2012:		5.875	%
On or after August 15, 2012, but before August 15, 2013:		2.9375	%
On or after August 15, 2013:		0.000	%

56

and (y) any accrued and unpaid interest to the date of such prepayment.

(ii) If the Borrower elects to prepay any Loans at any time prior to August 15, 2011, Borrower may do so only on a Business Day and if:

(1)the Borrower prepays any Loans in an aggregate minimum amount of $1.0 million and integral multiples of $100,000 in excess of that amount, or, if less, the entire principal amount thereof then outstanding; and

(2)the Borrower pays a prepayment fee to the Lenders equal to 100% of the principal amount of the Loans to be prepaid plus the Applicable Make-Whole Premium and accrued and unpaid interest to the date of such prepayment.

(b) Notwithstanding Section 2.13(a), at any time prior to August 15, 2010, the Borrower may on any one or more occasions prepay up to 35% of the aggregate principal amount of the Loans issued under this Agreement at a prepayment price of 100% of the principal amount thereof plus a prepayment fee equal to the Applicable Rate of the principal amount to be prepaid, plus accrued and unpaid interest to the prepayment date, with the net cash proceeds of one or more Equity Offerings by the Borrower or a contribution to the Borrower’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Borrower; provided that:

(i)at least 50% of the aggregate principal amount of the Loans originally made under this Agreement remains outstanding immediately after the occurrence of such prepayment and

(ii)the prepayment occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(c) All prepayments to be made pursuant to this Section 2.13 shall be made upon not less than one Business Day’s prior written or telephonic notice and given to Administrative Agent by 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Loans by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

2.14. [Reserved]

2.15. Application of Prepayments.

(a) Application of Prepayments. Any prepayment of Loans pursuant to Section 2.12 shall be applied to prepay the Loans on a pro rata basis to only the Lenders who elect to participate in the Change of Control Offer or the Asset Sale Offer. Any prepayment of loans pursuant to Section 2.13 shall be applied to prepay the Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

57

2.16. General Provisions Regarding Payments.

(a)All payments by Borrower of principal, interest, fees and other Loan Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

(b)All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c)Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d)Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

(e)Borrower hereby authorizes Administrative Agent to charge Borrower’s account with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal and interest due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(f)Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

58

(g) If an Event of Default under Sections 8.1(f) or (g) shall have occurred and not otherwise been waived or the maturity of the Loan Obligations shall have been accelerated pursuant to Section 8.1 or the Borrower does not repay the Loans on the Loan Maturity Date, all payments, distributions (including distributions in any Insolvency or Liquidation Proceeding pursuant to a plan or otherwise) and all other amounts or property collected or received on account of any Loan Obligation shall be applied in the following order of priority:

(i)first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent in connection with any collection or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable));

(ii)second, to the Lenders, an amount equal to all Loan Obligations owing to them in respect of the Loans on the date of any distribution, including any amounts in respect of post-petition interest in any Insolvency or Liquidation Proceeding (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable)); and

(iii)third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

2.17. Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, giving effect to the provisions of Section 2.16(g), then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, giving effect to the provisions of Section 2.16(g), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

59

2.18. [Reserved]

2.19. [Reserved]

2.20. Taxes; Withholding, etc.

(a)Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or Agent, franchise taxes imposed in lieu of net income taxes or any branch profits taxes imposed by the U.S. or any similar tax imposed by any Governmental Authority) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

(b)Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

60

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

61

(d) Refunds. If Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Credit Party or with respect to which a Credit Party has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-ofpocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Credit Party, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.20(d) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

2.21. Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Loans through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

62

2.22. [Reserved]

2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is entitled to receive payments under Section 2.20, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; then, with respect to each such Increased-Cost Lender (a “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.20; or otherwise as if it were a prepayment. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date. The obligation of each Lender to make a Loan on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

(a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document required to be delivered as of the Closing Date originally executed and delivered by each applicable Credit Party for each Lender.

63

(b)Organizational Documents; Incumbency. Administrative Agent shall have received (i) a satisfactory copy of each Organizational Document of each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (or the equivalent thereof) from the applicable Governmental Authority, if such a concept exists in such jurisdiction, of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date.

(c)[Reserved]

(d)[Reserved]

(e)[Reserved]

(f)[Reserved]

(g)Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Related Agreements except where the failure to obtain such Governmental Authorizations or consents could not reasonably be expected to have a Material Adverse Effect, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent.

(h)[Reserved]

(i)[Reserved]

(j)Financial Statements. Lenders shall have received from Borrower Historical Financial Statements meeting the requirements of Regulation S-X for Form S-1 registration statements.

(k)[Reserved]

(l)Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Schulte, Roth & Zabel LLP, special New York counsel for Credit Parties, in the form of Exhibit D and as to such other matters as Administrative Agent or Syndication Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

64

(m)Fees. Borrower shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11.

(n)Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Borrower and the Guarantors, on a consolidated basis, in form, scope and substance satisfactory to Administrative Agent, and demonstrating that the Borrower and the Guarantors on a consolidated basis are and will be Solvent.

(o)Closing Date Certificate. Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(p)Closing Date. Lenders shall have made the Loans to Borrower on or before September 21, 2007.

(q)No Litigation. There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent and Syndication Agent, singly or in the aggregate, affects any Credit Document except that could not reasonably be expected to have a Material Adverse Effect.

(r)Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent or Syndication Agent and its counsel shall be satisfactory in form and substance to Administrative Agent and Syndication Agent and such counsel, and Administrative Agent, Syndication Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent or Syndication Agent may reasonably request.

(s)Letter of Direction. Administrative Agent shall have received a duly executed letter of direction from Borrower addressed to Administrative Agent, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

(t)Representations and Warranties. The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(u)Patriot Act. At least 5 days prior to the Closing Date, the Agent shall have received from the Credit Parties all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

(v)Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice;

65

(w)Default. As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Loan that would constitute a Default or Event of Default;

(x)All Amounts Available for Borrowing. All Lenders providing Loans on the Closing Date shall have provided (or evidenced their intention and ability to provide) all Loans to be provided by each such Lender on the Closing Date.

Any Agent or Lender shall be entitled, but not obligated to, request and receive, prior to the making of any Loan, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Lender such request is warranted under the circumstances.

3.2. Notices Any notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a notice, Borrower may give Administrative Agent telephonic notice by the required time of the proposed borrowing. provided each such notice shall be promptly confirmed in writing by delivery of the applicable notice to Administrative Agent on or before the borrowing. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to make Loans to be made thereby on the Closing Date, each Credit Party represents and warrants to each Lender, on the Closing Date (except if such representations and warranties pertain to an earlier date) that the following statements are true and correct:

4.1. Organization; Requisite Power and Authority; Qualification. Each of Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2. Equity Interests and Ownership. Each of the Equity Interests of each of Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

66

4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4. No Conflict. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Borrower or any of its Subsidiaries, (ii) any of the Organizational Documents of Borrower or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Borrower or any of its Subsidiaries; except in the case of clauses (i) and (iii), to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than any Liens permitted under the Credit Documents); or (d) require any approval of stockholders, members or partners or any approval or consent of any non-governmental Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain could not be reasonably expected to have a Material Adverse Effect.

4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as have been obtained or made and are in full force and effect or when the failure of which to be so made or delivered could not reasonably be expected to have a Material Adverse Effect.

4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

67

4.7. Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to, with respect to internally prepared financial statements, the absence of footnotes and changes resulting from audit and normal year-end adjustments.

4.8. Projections. On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2012 (the “Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.

4.9. No Material Adverse Change. Since June 30, 2006, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10. [Reserved]

4.11. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.12. Payment of Taxes. All federal and state income tax returns and all other material tax returns and reports of Borrower and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable, except for such taxes and claims that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, have been made therefor. Borrower knows of no proposed tax assessment against Borrower or any of its Subsidiaries which is not being actively contested by Borrower or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

68

4.13. Properties. Each of Borrower and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.8. Except as set forth on Schedule 4.13 or otherwise permitted by this Agreement, all such properties and assets are free and clear of Liens.

4.14. Environmental Matters. Neither Borrower nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law. To each of Borrower’s and its Subsidiaries’ knowledge, there are and have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To each of Borrower’s and its Subsidiaries’ knowledge, no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

4.15. No Defaults. Neither Borrower nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.16. [Reserved]

4.17. Governmental Regulation. Neither Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Loan Obligations unenforceable. Neither Borrower nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.18. Margin Stock. Neither Borrower nor any of its Subsidiaries owns any Margin Stock.

69

4.19. Employee Matters. Neither Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Borrower or any of its Subsidiaries, or to the knowledge of Borrower, threatened in writing against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Borrower or any of its Subsidiaries or to the knowledge of Borrower, threatened in writing against any of them, (b) no strike or work stoppage in existence or threatened in writing involving Borrower or any of its Subsidiaries, and (c) to the knowledge of Borrower, no union representation question existing with respect to the employees of Borrower or any of its Subsidiaries and, to the knowledge of Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.20. Employee Benefit Plans. Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except where noncompliance could not be reasonably likely to result in liability in excess of $10.0 million. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that is reasonably likely to result in liability in excess of $10.0 million. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan and there has been no determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is less than $10.0 million. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

70

4.21. Certain Fees. No broker’s or finder’s fee or commission will be payable by Credit Parties with respect to the transactions contemplated by the Related Agreements, except as payable to the Agents and the Lenders and as set forth on Schedule 4.21.

4.22. Solvency. The Credit Parties, on a consolidated basis, are and, upon the incurrence of any Loan Obligation by any Credit Party on any date on which this representation and warranty is made will be, Solvent.

4.23. [Reserved]

4.24. Compliance with Statutes, etc. Each of Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.25. Disclosure. The representations or warranties of the Credit Parties contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent or Lender by or on behalf of Borrower or any of its Subsidiaries for use in connection with the transactions contemplated hereby concerning the Credit Parties or the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact (known to Borrower, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished by Credit Parties to Lenders for use in connection with the transactions contemplated hereby.

4.26. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

71

4.27. Restricted Subsidiaries. As of the Closing Date, all of the Subsidiaries of Borrower are Restricted Subsidiaries other than as set forth on Schedule 4.27.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Loan Obligations (other than contingent indemnification Loan Obligations), each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports. Borrower will deliver to Administrative Agent, (with sufficient copies for Lenders):

(a)[Reserved];

(b)Quarterly Financial Statements. As soon as available, and in any event within 50 days after the end of each Fiscal Quarter of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs, the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail (it being understood that a Form 10Q meeting the requirements set forth by the SEC shall be acceptable), together with a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto;

(c)Annual Financial Statements. As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail (it being understood that a Form 10-K meeting the requirements set forth by the SEC shall be acceptable), together with a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of KPMG or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

72

(d)Financial Statements after Change in Subsidiary Designation. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 5.1(b) and (c) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the Narrative Report of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower;

(e)Current Reports. As soon as possible, and in any event, within the time periods specified in the SEC’s rules and regulations for a filer that is a “non-accelerated” filer plus five business days substantially the same current reports that would be required to be filed with the SEC on form 8-K if the Borrower were to file such reports.

(f)Notice of Default. Promptly upon any Senior Officer of Borrower obtaining knowledge of any condition or event that constitutes a Default or an Event of Default, notice of such Default or Event of Default;

(g)Compliance Certificate. The Borrower shall deliver to the Administrative Agent, within 90 days after the end of each fiscal year, an officers’ certificate stating that a review of the activities of the Borrower and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Borrower has kept, observed, performed and fulfilled its obligations under this Agreement and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Borrower has kept, observed, performed and fulfilled each and every covenant contained in this Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Agreement (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Borrower is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Loans is prohibited or if such event has occurred, a description of the event and what action the Borrower is taking or proposes to take with respect thereto;

(h) [Reserved];

(i) [Reserved];

(j) [Reserved];

(k)[Reserved];

(l)[Reserved];

(m)[Reserved];

73

(n)Other Information. Unless such documents are posted on the SEC’s “EDGAR” website, promptly upon their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Borrower or any of its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, and (ii) all press releases and other statements made available generally by Borrower or any of its Subsidiaries to the public concerning material developments in the business of Borrower or any of its Subsidiaries;

(o)Certification of Public Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains only publicly available information with respect to Holdings and its Subsidiaries may be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains only publicly available information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Nonpublic Information with respect to Holdings, its Subsidiaries and their securities. Notwithstanding the foregoing, the Borrower shall use commercially reasonably efforts to indicate whether any document or notice contains only publicly available information; and

(p)Delivery of Information. Documents required to be delivered pursuant to Sections 5.1(b), 5.1(c), or 5.1(e) may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents or provides a link thereto on Borrower’s website on the Internet at the website address listed on Appendix B; or (ii) on which such documents are posted on Borrower’s behalf on the Platform, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

5.2. Taxes. The Borrower will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the holders of the Loans.

5.3. Corporate Existence. Subject to Sections 6.17 and 7.12 hereof, the Borrower shall do or cause to be done all of the things necessary to preserve and keep in full force and effect:its corporate existence, and the corporate limited liability company, partnership or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Borrower or any such Restricted Subsidiary; and

74

(b) the rights (charter and statutory), licenses and franchises of the Borrower and its Restricted Subsidiaries; provided, however, that the Borrower shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the holders of the Loans.

5.4. [Reserved]

5.5. [Reserved]

5.6. [Reserved]

5.7. [Reserved]

5.8. [Reserved]

5.9. [Reserved]

5.10. Additional Guaranties. If any of the Borrower’s Restricted Subsidiaries (i) that is a Domestic Subsidiary incurs any Indebtedness in excess of $10.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (8), (9), (10), (12), (13), (15), (17) or (19) of Section 6.1(b)) or (ii) guarantees any Indebtedness of the Borrower or any of the Guarantors, then that Subsidiary will become a Guarantor and execute a Counterpart Agreement and deliver an opinion of counsel satisfactory to the Administrative Agent, within 20 business days of the date on which such Indebtedness is incurred; provided that the foregoing shall not apply to any Receivables Entity or any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Agreement for so long as it continues to constitute an Unrestricted Subsidiary.

5.11. [Reserved]

5.12. [Reserved]

5.13. Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent may reasonably request from time to time to ensure that the Loan Obligations are guarantied by the Guarantors.

5.14. [Reserved]

75

SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Loan Obligations (other than contingent indemnification Loan Obligations), such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1. Indebtedness.

(a)The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Borrower will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Borrower may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b)The provisions of Section 6.1(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)(a) the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities which excludes Senior Unsecured Interim Loans and the Loans made on the date hereof pursuant to this Agreement in an aggregate principal amount at any one time outstanding under this clause (a) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and its Restricted Subsidiaries thereunder) not to exceed the greater of $650.0 million less the aggregate principal amount of all Indebtedness incurred under clause (b) of this paragraph plus the amount of any fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses incurred in connection with extending, refinancing, renewing, replacing or refunding any Credit Facility under which Indebtedness is incurred pursuant to this clause (a), and (b) Indebtedness incurred by a Receivables Entity in a Qualified Receivables Transaction that is not recourse to the Borrower or any of its Restricted Subsidiaries (except for Standard Securitization Undertakings); provided, however, that after giving effect to any such incurrence, the aggregate amount of all indebtedness incurred under this clause (b) and then outstanding does not exceed $650.0 million less the aggregate principal amount of all Indebtedness incurred under clause (a) of this paragraph;

76

(2)the incurrence by the Borrower (and guarantees thereof by the Guarantors) of the Senior Unsecured Interim Loans and Indebtedness that extends, refinances orreplaces all or any portion of the Senior Unsecured Interim Loans (including, without limitation, the Senior Unsecured Term Loans and the Senior Exchange Notes) or extensions, refinancings or replacements thereof; provided that (i) the aggregate principal amount of such Indebtedness shall not exceed the sum of (1) the principal amount of the Indebtedness being extended, refinanced or replaced, (2) an amount equal to the accrued but unpaid interest on the Indebtedness being extended, refinanced or replaced and (3) any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such extension, refinancing or replacement, and (ii) such Indebtedness shall not include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced;

(3)[Reserved];

(4)the incurrence by the Borrower and its Restricted Subsidiaries of the Existing Indebtedness;

(5)the incurrence by the Borrower and the Guarantors of Indebtedness represented by the Loans and Guaranties;

(6)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, development, construction, installation or improvement of real or personal property, plant or equipment used in the business of the Borrower or any of its Restricted Subsidiaries (whether through the direct acquisition or otherwise of such assets or the acquisition of Equity Interests of any Person owning such assets), in an aggregate principal amount for all Indebtedness, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (6), not to exceed the greater of $30.0 million and 2.0% of Total Assets at any time outstanding;

(7)the incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 6.1(a) hereof or clauses (4) through (7), (16), (17) or (19) through (24) of this Section 6.1(b);

(8)the incurrence by the Borrower or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Borrower and any of its Restricted Subsidiaries; provided, however, that:

(A)if the Borrower or any Guarantor is the obligor on such Indebtedness and the payee is not the Borrower or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Loan Obligations then due with respect to the Loans, in the case of the Borrower, or the Guaranty, in the case of a Guarantor; and

77

(B)(1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness (other than solely as a result of the creation of a Permitted Lien upon such intercompany Indebtedness) to a Person that is not either the Borrower or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (8);

(9) the issuance by any of the Borrower’s Restricted Subsidiaries to the Borrower or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Borrower or a Restricted Subsidiary; and

(B)any sale or other transfer of any such preferred stock (other than solely as a result of the creation of a Permitted Lien upon such Equity Interests) to a Person that is not either the Borrower or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (9);

(10) the incurrence by the Borrower or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(11) (i) the guarantee by the Borrower or any of the Guarantors of Indebtedness of the Borrower or a Restricted Subsidiary of the Borrower that was permitted to be incurred by another provision of this Section 6.1; and (ii) the guarantee by a Restricted Subsidiary of the Borrower of Indebtedness of the Borrower or another Restricted Subsidiary of the Borrower incurred in accordance with the terms of this Agreement; provided, in each case, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans or any Guaranty, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(12) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness in respect of insurance financing arrangements, take or pay obligations contained in supply agreements, and obligations in respect of, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds, appeal bonds, completion guarantees and similar obligations, payment obligations in connection with self insurance or similar requirements (including Indebtedness represented by letters of credit for the account of the Borrower or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing) in the ordinary course of business;

(13) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days and obligations in connection with netting services;

78

(14)the incurrence by the Borrower or of its Restricted Subsidiaries of Indebtedness arising from agreements of the Borrower or such Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the sale or other disposition of any business, assets or Capital Stock of the Borrower or any Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, whether or not cash, actually received by the Borrower and its Restricted Subsidiaries in connection with such disposition;

(15)the incurrence by the Borrower or any of its Restricted Subsidiaries of contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(16)the incurrence by a Foreign Subsidiary of additional Indebtedness in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $20.0 million at any time outstanding;

(17)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims or self-insurance; provided, however, that, upon the drawing of such instruments or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(18)Indebtedness of the Borrower or any of its Restricted Subsidiaries to the extent the proceeds thereof are promptly used to repay the Loans in full in accordance with this Agreement;

(19)Indebtedness consisting of Permitted Investments of the kind described in clauses (7) and (8) of the definition thereof;

(20)Indebtedness or Disqualified Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Borrower or any Restricted Subsidiary or merged into the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement; provided that such Indebtedness or Disqualified Stock is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further that, after giving effect to such incurrence of Indebtedness or issuance of Disqualified Stock, the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, would not be less than such Fixed Charge Coverage Ratio immediately prior to such incurrence or issuance;

79

(21)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness in connection with the acquisition of all of the Capital Stock of a Person that becomes a Restricted Subsidiary or all or substantially all of the assets of a Person, in each case, engaged in a Permitted Business having an aggregate principal amount at any one time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (21), not to exceed an amount equal to 100% of the net cash proceeds received by the Borrower from the issuance or sale (other than to a Subsidiary of the Borrower) of its Capital Stock (other than Disqualified Stock) or as a contribution to the equity capital of the Borrower (other than as Disqualified Stock), in each case subsequent to the date of this Agreement;

(22)Indebtedness of the Borrower or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;

(23)to the extent constituting Indebtedness, First Priority Cash Management Obligations; and

(24)the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (24), not to exceed $75.0 million.

For purposes of determining compliance with this Section 6.1, in the event that an item of Indebtedness or proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (24) above, or is entitled to be incurred pursuant to Section 6.1(a) hereof, the Borrower (in its sole discretion) will be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date of its incurrence, and later, from time to time, reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 6.1. Indebtedness under Credit Facilities outstanding on the date hereof (other than under this Agreement and under the Senior Unsecured Credit Facility) will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment or accrual of dividends on Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 6.1; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Borrower as accrued. Notwithstanding any other provision of this Section 6.1, the maximum amount of Indebtedness that the Borrower or any Restricted Subsidiary may incur pursuant to this Section 6.1 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

80

Notwithstanding any provision hereof to the contrary, any net cash proceeds, marketable securities or Qualified Proceeds utilized for any Restricted Payment pursuant to clause (3)(B) of Section 6.4(a), or clauses (2), (5) or (17) of Section 6.4(b), or that are utilized for the incurrence of Indebtedness pursuant to clause (21) of this Section 6.1(b), shall not be utilized for any Restricted Payment or incurrence of Indebtedness under the other provisions referred to in this sentence. Furthermore, any net cash proceeds utilized for any repayment of Loans pursuant to Section 2.13(b) shall be excluded from, and such net cash proceeds shall not include the net cash proceeds utilized to incur indebtedness under, Section 6.1(b)(21).

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness;

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)the Fair Market Value of such assets at the date of determination; and

(B)the amount of the Indebtedness subject to such Lien of the other Person;

(4) with respect to Indebtedness of others supported by a guarantee of the Borrower or a Restricted Subsidiary, the lesser of the amount of the primary indebtedness and any stated limit on recourse under the guarantee; and

(5) the amount of the Indebtedness in respect of any Hedging Obligations at any time shall be equal to the amount payable as a result of the termination of such Hedging Obligations at such time.

The Borrower will not incur any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Borrower and senior in right of payment to the Loans; provided that this sentence shall not apply to Indebtedness incurred pursuant to clause (1) of this Section 6.1(b). No Guarantor will incur any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of such Guarantor and senior in right of payment to such Guarantor's Guaranty; provided that this sentence shall not apply to any Guarantor’s guarantee of Indebtedness incurred by the Borrower pursuant to clause (1) of this Section 6.1(b). No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinate or junior in right of payment to any other Indebtedness of the Borrower or a Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. For the avoidance of doubt, nothing contained in this paragraph shall prevent the incurrence, creation, issuance, assumption, or guarantee of any additional senior subordinated Indebtedness.

81

6.2. Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any asset (“Primary Lien”), now owned or hereafter acquired, unless all payments due under this Agreement are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Loans shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Any Lien created for the benefit of the Lenders pursuant to the immediately preceding paragraph shall automatically and unconditionally be released and discharged upon the release and discharge of the Primary Lien, without any further action on the part of any Person.

6.3. [Reserved]

6.4. Restricted Payments.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of the Borrower’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Borrower or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Borrower’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Borrower and other than dividends or distributions payable to the Borrower or a Restricted Subsidiary of the Borrower);

(2)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Borrower) any Equity Interests of the Borrower or any direct or indirect parent of the Borrower (other than in exchange for Equity Interests (other than Disqualified Stock) of the Borrower or any direct or indirect parent company of the Borrower);

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Borrower or any Guarantor that is contractually subordinated to the Loans or to any Guaranty (excluding any intercompany Indebtedness between or among the Borrower and any of its Restricted Subsidiaries), except (i) payments of interest or principal at the Stated Maturity thereof and (ii) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or

82

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Borrower would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.1(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries since the date of this Agreement (excluding Restricted Payments permitted by clauses (2) through (12) and (14) through (18) of Section 6.4(b)), is less than the sum, without duplication, of:

(A)50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) from July 1, 2007 to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B)100% of the aggregate Qualified Proceeds received by the Borrower since the date of this Agreement as a contribution to its equity capital or from the issue or sale of Equity Interests of the Borrower (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Borrower that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Borrower), together with the aggregate cash and Cash Equivalents received by the Borrower or any of its Restricted Subsidiaries at the time of such conversion or exchange; plus

(C)to the extent that any Restricted Investment that was made after the date of this Agreement is sold, is otherwise disposed of or is repurchased, redeemed, liquidated or repaid, 100% of the cash and the Fair Market Value of other property so received with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D)to the extent that any Unrestricted Subsidiary of the Borrower designated as such after the date of this Agreement is redesignated as a Restricted Subsidiary after the date of this Agreement, the Fair Market Value of the Borrower’s Investment in such Subsidiary as of the date of such redesignation; plus

83

(E) 100% of any dividends (or other distributions) received by the Borrower or a Restricted Subsidiary of the Borrower after the date of this Agreement from an Unrestricted Subsidiary of the Borrower, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Borrower for such period.

(b) The provisions of Section 6.4(a) hereof will not prohibit:

(1)the payment of any dividend (or other distribution) or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend (or other distribution) or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend (or other distribution) or redemption payment would have complied with the provisions of this Agreement;

(2)the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Borrower) of, Equity Interests of the Borrower (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Borrower;

(3)the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness or any Disqualified Stock of the Borrower or any Guarantor that is contractually subordinated to the Loans or to any Guaranty with the net cash proceeds from a substantially concurrent incurrence of (i) Permitted Refinancing Indebtedness or (ii) other Indebtedness which is incurred in compliance with Section 6.1 so long as such new Indebtedness is subordinated in right of payment to the Loans on terms that, taken as a whole, are not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being purchased, repurchased, redeemed, defeased or acquired or retired for value;

(4)the declaration or payment of any dividend (or other distribution) by a Restricted Subsidiary of the Borrower to the holders of its Equity Interests on a pro rata basis;

84

(5)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower or any Restricted Subsidiary of the Borrower and any distribution, dividend, loan or advance to any direct or indirect parent of Borrower for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any direct or indirect parent of Borrower held by any current or former officer, director, consultant or employee of the Borrower or any of its Restricted Subsidiaries or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or other agreement, benefit plan or arrangement of any kind; providedthat the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year period; provided furtherthat the Borrower may carry over and make in subsequent calendar year periods, in addition to the amounts permitted for such calendar year period, the amount of such repurchases, redemptions or other acquisitions or retirements for value, distributions, loans or advances permitted to have been made but not made in any preceding calendar year period up to a maximum of $10.0 million in any calendar year period; provided further that such amount in any calendar year may be increased by an amount not to exceed (i) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Borrower (or any direct or indirect parent of the Borrower to the extent such net cash proceeds are contributed to the common equity of the Borrower) to employees, officers, directors or consultants (or any permitted transferees thereof) of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent company thereof), that occurs after the date of this Agreement plus (ii) the cash proceeds of key man life insurance policies received by the Borrower and its Restricted Subsidiaries after the date of this Agreement less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (5); provided further that cancellation of Indebtedness owing to the Borrower from employees, officers, directors and consultants (or any permitted transferees thereof) of the Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof) in connection with a repurchase of Equity Interests of the Borrower from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Agreement;

(6)the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price of those options, warrants or other convertible securities;

(7)so long as no Event of Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends and distributions to holders of any class or series of Disqualified Stock of the Borrower or preferred stock of any Restricted Subsidiary of the Borrower issued on or after the date of this Agreement in accordance with the Fixed Charge Coverage Ratio test described in Section 6.1(a) hereof;

(8)payments in connection with or as a result of the Transactions and any payment solely to reimburse the Principals or their Affiliates for actual out-of-pocket expenses, not including fees paid directly or indirectly to Principals or their Affiliates, in connection with the Transactions or for the provision of third party services to the Borrower and its Subsidiaries;

(9)Permitted Payments to (i) Parent, including those payments permitted to be made pursuant to Section 6.11(b)(7) and (ii) a Principal as permitted to be made pursuant to Section 6.11(b)(16);

85

(10)upon the occurrence of a Change of Control and within 60 days after completion of a Change of Control Offer pursuant to Section 2.12(b) (including the prepayment of all Loans requesting prepayment), any purchase or repayment of Indebtedness of the Borrower that is contractually subordinated to the Loans or any Guaranty that is required to be repurchased or repaid pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest); providedthat, prior to such repayment or repurchase, the Borrower shall have made the Change of Control Offer with respect to the Loans as required by Section 2.12(b) hereof, and the Borrower shall have prepaid all Loans requesting prepayment in connection with such Change of Control Offer;

(11)within 60 days after the completion of an Asset Sale Offer pursuant to Section 2.12(a) (including the prepayment of all Loans requesting prepayment), any purchase or repayment of Indebtedness of the Borrower that is contractually subordinated to the Loans or any Guaranty that is required to be repurchased or repaid pursuant to the terms thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest) with any Excess Proceeds that remain after consummation of an Asset Sale Offer; provided that, prior to such repayment or repurchase, the Borrower shall have made the Asset Sale Offer with respect to the Loans as required by Section 2.12(a) hereof, and the Borrower shall have prepaid all Loans requesting prepayment in connection with such Asset Sale Offer;

(12)the redemption, repurchase or other acquisition for value of any common Equity Interests of any Foreign Subsidiary of the Borrower that are held by a Person that is not an Affiliate of the Borrower to the extent required to satisfy applicable laws, rules or regulations in an aggregate amount since the date of this Agreement not to exceed $5.0 million; provided that the consideration for such redemption, repurchase or other acquisition is not in excess of an amount equal to the lesser of (x) the Fair Market Value of such common Equity Interests or (y) such amount required by applicable laws, rules or regulations;

(13)so long as no Default has occurred and is continuing or would be caused thereby, the declaration or payments of dividends on the common Capital Stock of the Borrower (or the payment of dividends to any direct or indirect parent company of the Borrower) following a public equity offering of the common stock of the Borrower or the common Capital Stock of a direct or indirect parent of the Borrower of up to 6.0% per annum of the net cash proceeds received by or contributed to the Borrower in or as a result of such public equity offering (other than any net cash proceeds that constitute an Excluded Contribution);

(14)so long as no Default has occurred and is continuing or would be caused thereby, payments to enable the Borrower to make payments to holders of its Capital Stock in lieu of issuance of fractional shares of its Capital Stock; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 6.4 (as determined in good faith by the Board of Directors of the Borrower);

86

(15)the payment of intercompany Indebtedness that is expressly subordinated to the Loans or any Guaranty, the incurrence of which is permitted under Section 6.1(b)(8);

(16)the purchase, redemption, acquisition, cancellation or other retirement for value of Equity Interests of the Borrower or any Restricted Subsidiary to the extent necessary, in good faith judgment of the Board of Directors of the Borrower, to prevent the loss or secure the renewal or reinstatement of any license, permit or eligibility held by the Borrower or any of its Restricted Subsidiaries under any applicable law or governmental regulation or the policies of any governmental authority or other regulatory body in an aggregate amount not to exceed $5.0 million;

(17)Restricted Payments that are made with Excluded Contributions;

(18)distributions or payments of securitization fees and purchases of Securitization Assets in connection with Qualified Receivables Transactions; and

(19)so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $20.0 million since the date of this Agreement.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Borrower or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 6.4 will be determined by the Board of Directors of the Borrower whose resolution with respect thereto shall be delivered to the Administrative Agent. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

Notwithstanding any provision hereof to the contrary, any net cash proceeds, marketable securities or Qualified Proceeds utilized for any Restricted Payment pursuant to clause (3)(B) of Section 6.4(a) hereof or clauses (2), (5) or (17) of Section 6.4(b) hereof, or that are utilized for the incurrence of Indebtedness pursuant to Section 6.1(b)(19) hereof shall not be utilized for any Restricted Payment or incurrence of Indebtedness under the other provisions referred to in this sentence.

6.5. Restrictions on Subsidiary Distributions.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Borrower or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries;

87

(2)make loans or advances to the Borrower or any of its Restricted Subsidiaries; or

(3)transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries.

(b) The restrictions in Section 6.5(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1)agreements in effect on the date of this Agreement (including those governing Existing Indebtedness and the Credit Facilities) and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Agreement;

(2)this Agreement, the Loans and the Guaranties;

(3)applicable law, rule, regulation or order;

(4)any agreement or instrument of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;

(5)customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;

(6)purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 6.5(a) hereof;

(7)any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of assets that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(8)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

88

(9)Liens permitted to be incurred under the provisions of Section 6.2 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)provisions limiting the disposition or distribution of assets or property in joint venture agreements, limited liability company operating agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, options, stock sale agreements, lease agreements, licenses and other similar agreements entered into with the approval of the Borrower’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11)restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(12)provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person on other than a pro rata basis;

(13)any encumbrance or restriction contained in any Indebtedness incurred by a Foreign Subsidiary pursuant to Section 6.1;

(14)any other Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary permitted to be incurred or issued, as applicable, subsequent to the date of this Agreement pursuant to the provisions of Section 6.1 and any encumbrance or restriction contained in such Indebtedness that does not, in the good faith judgment of the Board of Directors of the Borrower, adversely affect the ability of the Borrower and the Guarantors, taken as a whole, from making scheduled payments of cash interest on the Loans when due; and

(15)in the case of Section 6.5(a)(3) hereof, encumbrances or restrictions:

(a)that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(b)existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any of its Restricted Subsidiaries not otherwise prohibited by this Agreement, or

(c)arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any of its Restricted Subsidiaries in any manner material to the Borrower or any of its Restricted Subsidiaries; and

89

(16)any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirement of a Receivables Entity or any Standard Securitization Undertaking, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity and Receivables and Related Assets; and

(17)any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of the Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

6.6. [Reserved]

6.7. Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary (other than Unrestricted Subsidiaries designated on the Closing Date), the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 6.4 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Other than with respect to Unrestricted Subsidiaries designated on the Closing Date, any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.4 hereof. If, at any time, any Unrestricted Subsidiary would no longer meet the preceding requirements for designation as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.1 hereof, the Borrower will be in default of such covenant. The Board of Directors of the Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1)(a) such Indebtedness is permitted under Section 6.1 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period or (b) the Borrower’s Fixed Charge Coverage Ratio is equal to or greater immediately following such designation than the Borrower’s Fixed Charge Coverage Ratio immediately preceding such designation, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

90

6.8. Asset Sales.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Borrower or such Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof. For purposes of this provision (but not the definition of Net Proceeds), each of the following shall be deemed to be cash:

(A)any liabilities, as shown on the Borrower’s most recent consolidated balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Guaranty) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement that releases the Borrower or such Restricted Subsidiary from further liability;

(B)any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are, within 180 days following receipt thereof, converted (including by way of a financing transaction) by the Borrower or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(C)any stock or assets of the kind referred to in clauses (3) or (5) of Section 6.8(b);

(D)any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 5.0% of Total Assets at the time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value; and

91

(E) cash held in escrow as security for any purchase price settlement, for damages in respect of a breach of representations and warranties or certain covenants or for payment of other contingent obligations in connection with the Asset Sale.

(b) Within 450 days after the receipt of any Net Proceeds from an Asset Sale (provided that with respect to clauses (3) and (5) of this Section 6.8(b), a binding commitment entered into within such 450 day period shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as such Net Proceeds are applied to satisfy such commitment within 180 days of such commitment; provided further that if any such commitment is cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds), the Borrower (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1)to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)to repay any Indebtedness of any Restricted Subsidiary that is not a Guarantor (other than any Indebtedness owed to the Borrower or another Restricted Subsidiary);

(3)to acquire all or substantially all of the assets of, or any Capital Stock of any Person engaged in, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Borrower;

(4)to make a capital expenditure that is used or useful in a Permitted Business;

(5)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(6)to make an Asset Sale Offer by designating such Net Proceeds as “Excess Proceeds” or, to the extent a Change of Control has occurred as a result of such Asset Sale, to make a Change of Control Offer.

For the absence of doubt, this Section 6.8(b) shall not eliminate or reduce the Borrower’s obligations under Section 2.12(b).

Pending the final application of any Net Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Agreement.

92

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 6.8(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within ten days thereof, the Borrower will make an Asset Sale Offer in accordance with the procedures set forth in Section 2.12(a) to all Lenders and all holders of other Indebtedness that is pari passu with the Loans containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 2.12(a) hereof to purchase the maximum principal amount of Loans and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Borrower may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of the Loans and other pari passu Indebtedness properly and validly tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans and the Borrower or such other applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

6.9. [Reserved]

6.10. [Reserved]

6.11. Transactions with Shareholders and Affiliates.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each an “Afiliate Transaction”), unless:

(1)the Affiliate Transaction is on terms that are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person; and

(2)the Borrower delivers to the Administrative Agent:

(A)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of the Borrower set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 6.11(a) and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors of the Borrower (and, if any, a majority of the disinterested members of the Board of Directors of the Borrower with respect to such transaction); and

(B)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million (other than Affiliate Transactions in connection with joint bidding, joint marketing or other similar arrangements for the provision of services in the ordinary course of services in the Permitted Business), an opinion as to the fairness to the Borrower or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

93

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 6.11(a) hereof:

(1)any consulting or employment agreement or arrangement, benefit arrangement or plan, incentive compensation plan, stock option or stock ownership plan, employee benefit plan, severance arrangements, expense reimbursement arrangements, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any of its Restricted Subsidiaries for the benefit of directors, officers, employees and consultants of the Borrower or a direct or indirect parent of the Borrower and payments and transactions pursuant thereto, including, without limitation, those payments described under the captions “Management Employment Agreements” and “Management Compensation of Directors” in the Offering Circular, and those in effect on the date of this Agreement and otherwise in the ordinary course of business;

(2)transactions between or among the Borrower and/or its Restricted Subsidiaries;

(3)transactions with a Person (other than an Unrestricted Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)payment of reasonable directors fees to directors of the Borrower or any direct or indirect parent or any Restricted Subsidiary of the Borrower and the provision of customary indemnification and payment of other reasonable fees, compensation, benefits and indemnifications paid or entered into with directors, officers, employees and consultants of the Borrower or any direct or indirect parent or any Restricted Subsidiary of the Borrower;

(5)any issuance of Equity Interests (other than Disqualified Stock) of the Borrower to Affiliates of the Borrower or any contribution to the capital of the Borrower (other than as Disqualified Stock) and the granting or performance of registration rights in respect of any such Equity Interests;

(6)Restricted Payments and Permitted Investments that do not violate Section 6.4 hereof;

94

(7)payment of fees and reimbursement of expenses not in excess of the amounts specified in, or determined pursuant to, the Management Agreement as in effect on the date of this Agreement, and the other payments and agreements described under the caption “Certain Relationships and Related Party Transactions”in the Offering Circular and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Lenders as determined by the Board of Directors in its reasonable good faith judgment) and the transactions contemplated thereby;

(8)Permitted Payments to Parent;

(9)any agreement or arrangements as in effect on the date of this Agreement and any renewals, amendments, extensions or replacements of any such agreement or arrangements (so long as such renewals, amendments, extensions or replacements are not, taken as a whole, materially less favorable to the Lenders as determined by the Board of Directors of the Borrower in its reasonable good faith judgment) and the transactions contemplated thereby;

(10)loans, guarantees of loans, advances and other extensions of credit to or on behalf of current and former officers, directors, employees and consultants of the Borrower, a Restricted Subsidiary of the Borrower, or a direct or indirect parent of the Borrower made in the ordinary course of business or for the purpose of permitting such Persons to purchase Capital Stock of the Borrower or any direct or indirect parent of the Borrower or in connection with any relocation costs, in an amount not to exceed $2.0 million in the aggregate at any one time outstanding;

(11)sales or purchases of goods or provision of services in the ordinary course of business, at terms no less favorable to the Borrower or the applicable Restricted Subsidiary, as determined in the good faith judgment of the Borrower, than those available to third party customers or suppliers, to or with an Affiliate which would constitute an Affiliate Transaction solely as a result of the Borrower or any of its Restricted Subsidiaries being in or under common control with such Affiliate and otherwise in compliance with the terms of this Agreement;

(12)purchases of the Loans if purchased on the same terms as offered to Persons that are not Affiliates of the Borrower;

(13)transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by the Borrower, its Restricted Subsidiaries and Persons that are not Affiliates of the Borrower;

(14)any transactions with a Receivables Entity effected as part of a Qualified Receivables Transaction;

(15)the Transactions, and the payment of all fees and expenses related to the Transactions; and

95

(16) payments by the Borrower or any Restricted Subsidiary of the Borrower to any Principal for any financial advisory, financing, underwriting or placement services, or in respect of any investment banking activities, including, without limitation, in connection with acquisitions and divestitures, which payments are approved by the majority of the Board of Directors of the Borrower in good faith.

6.12. Conduct of Business. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Borrower and its Restricted Subsidiaries taken as a whole.

6.13. Payments for Consent. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to any holder of Loans for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement unless such consideration is offered to be paid and is paid to all holders of Loans that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

6.14. [Reserved]

6.15. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Borrower in a transaction that is subject to, and that complies with the provisions of, Section 6.17 hereof, the successor person Formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement refer instead to the successor Person and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided, however, that the predecessor Borrower shall not be relieved from the obligation to pay the principal of, and interest on the Loans except in the case of a sale of all of the Borrower’s assets in a transaction that is subject to, and that complies with the provisions of Section 6.17 hereof.

6.16. [Reserved]

6.17. Merger, Consolidation or Sale of Assets

The Borrower shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Borrower is the surviving corporation); or (2) sell, assign, transfer, convey (not including any conveyance, if any, resulting solely from the creation of any Lien), lease or otherwise dispose of all or substantially all of the properties or assets of the Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

96

(1)either:

(A)the Borrower is the surviving corporation; or

(B) the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Borrower under this Agreement pursuant to an amendment or an amendment and restatement;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) except in the case of a consolidation, amalgamation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the property and assets of the Borrower and any of its Restricted Subsidiaries to a wholly-owned Restricted Subsidiary of the Borrower, the Borrower or the Person formed by or surviving any such consolidation or merger (if other than the Borrower), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fourquarter period:

(A)be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.1(a) hereof; or

(B)would have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Borrower immediately prior to such transaction; and

(5) The Borrower or such surviving Person shall deliver an Opinion of Counsel to the Administrative Agent stating that such merger or consolidation complies with this Agreement.

97

This Section 6.17 will not apply to:

(1)a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction; or

(2)any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Borrower and its Restricted Subsidiaries.

SECTION 7. GUARANTY

7.1. Guaranty of the Loan Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Loan Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

98

7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a)this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b)Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default;

(c)the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantors (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

(d)payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantors’ liability hereunder in respect of the Guaranteed Obligations;

99

(e)any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations in accordance with their terms; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) in accordance with their terms release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantors against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and

(f)this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantors shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Borrower or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantors as obligors in respect of the Guaranteed Obligations.

100

7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantors (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantors or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantors including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantors from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

101

7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been paid in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantors or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantors (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantors, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantors. If any amount shall be paid to any Guarantors on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantors now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantors or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

102

7.10. Financial Condition of Borrower. Any Loan may be made to Borrower or continued from time to time, without notice to or authorization from any Guarantors regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantors its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantors. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantors or by any defense which Borrower or any other Guarantors may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b)Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c)In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

103

7.12. Discharge of Guaranty.

(a) If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) to a Person that is not (either before or after giving effect to such transactions) the Borrower or a Restricted Subsidiary of the Borrower, and if after such sale or other disposition, such Guarantor is no longer a Restricted Subsidiary of the Borrower, and if such sale or other disposition is in accordance with the provisions of Section 6.8 and/or Section 6.17 hereof, as applicable, then such Guarantor will be released and relieved of any obligations under its Guaranty.

(b)Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Agreement, such Guarantor will be released and relieved of any obligations under its Guaranty.

(c)If any Guarantor is also a guarantor or borrower under any one or more of the Credit Facilities and, at the time of release of its Guaranty, (x) has been released from its guarantee of or obligations under, and all pledges and security, if any, granted in connection with the Credit Facilities, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clauses (8), (9), (10), (12), (13), (15), (17) or (19) of Section 6.1(b) hereof) and (z) does not guarantee any Indebtedness of the Borrower or any of its Restricted Subsidiaries, such Guarantor will be released and relieved of any obligations under its Guaranty.

(d)In the case of any Restricted Subsidiary of the Borrower which after the date of this Agreement is required to guarantee the Loans pursuant to Section 5.10, if there is a release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower or the repayment of all of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Loans, then such Restricted Subsidiary will be released and relieved of any obligations under its Guaranty.

(e)If any Guarantor has sold or otherwise disposed of all or substantially all of its assets (including by merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Borrower or a Restricted Subsidiary of the Borrower, and if such sale or other disposition is in accordance with the provisions of Section 6.8 and/or Section 6.17 hereof, as applicable, then such Guarantor will be released and relieved of any obligations under its Guaranty.

7.13. Subordination of Each Guarantor’s Guaranty. The Obligations of each Guarantor under its Guaranty pursuant to this Section 7.13 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Loans are junior and subordinated to Senior Debt of the Borrower. For the purposes of the foregoing sentence, the Administrative Agent and each Beneficiary will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Loans pursuant to this Agreement including Section 11.

SECTION 8. EVENTS OF DEFAULT

8.1. Events of Default. If any one or more of the following conditions or events shall occur:

104

(a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise, whether or not such payment is prohibited by Section 11; or (ii) any interest on any Loan, within 30 days after the date due, whether or not such payment is prohibited by Section 11; or

(b) Default in Other Agreements. Default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Borrower or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Borrower or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Agreement, if that default:

(A)is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

(B)results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; or

(c) Breach of Certain Covenants. (i) Failure by the Borrower or any of its Restricted Subsidiaries for 30 days after notice to the Borrower by the Administrative Agent or the Lenders holding at least 25% in aggregate principal amount of the Loans then outstanding, voting as a single class to comply with the provisions of Sections 2.12, 6.8. or 6.17 hereof; or

(d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given to any Agent or Lender by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

(e) Other Defaults Under Credit Documents. Failure by the Borrower or any of its Restricted Subsidiaries for 60 days after notice to the Borrower by the Administrative Agent or the Lenders holding at least 25% in aggregate principal amount of the Loans then outstanding voting as a single class to perform or comply with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1; or

(f) Voluntary Bankruptcy; Appointment of Custodian, etc. The Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Code:

(A) commences a voluntary case,

105

(B)consents to the entry of an order for relief against it in an involuntary case,

(C)consents to the appointment of a custodian of it or for all or substantially all of its property,

(D)makes a general assignment for the benefit of its creditors, or

(E)generally is not paying its debts as they become due; or

(g) Involuntary Bankruptcy; Appointment of Custodian, etc. A court of competent jurisdiction enters an order or decree under any Bankruptcy Code that:

(A)is for relief against the Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)appoints a custodian of the Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower that, taken together, would constitute a Significant Subsidiary; or

(C)orders the liquidation of the Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(h) Judgments. Failure by the Borrower or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (net of any amounts covered by insurance or pursuant to which the Borrower is indemnified to the extent that the third party under such agreement does not deny its obligations thereunder), which judgments are not paid, discharged or stayed for a period of 60 days and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; or

(i) [Reserved];

(j) [Reserved];

(k) [Reserved];

106

(l) Guaranties and other Credit Documents. Except as permitted by this Agreement, any Guaranty is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Guaranty.

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) holders of at least 25% in aggregate principal amount of the Loans then outstanding, upon notice to Borrower by Administrative Agent, each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans and (II) all other Loan Obligations.

8.2. Waivers of Past Defaults. The Requisite Lenders, by notice to the Administrative Agent, may on behalf of all of the Lenders rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, or interest on, the Loans. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereof.

SECTION 9. AGENTS

9.1. Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall have no obligations but shall be entitled to all benefits of this Section 9.

9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

107

9.3. General Immunity.

(a)No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, any Lender to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Loan Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

(b)Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

108

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any of the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

9.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in connection with Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

109

(b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document (it being agreed that as of the Closing Date, the only Credit Document is this Agreement) and each other document required to be delivered by Borrower to such Lender pursuant to Section 3.1.

9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and providedfurther, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7. Successor Administrative Agent. (a) Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all sums, Securities, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.

110

9.8. Guaranty.

(a)Agents under Guaranty. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty. Subject to Section 10.5, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to release any Guarantors from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

(b)Right to Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower and Administrative Agent hereby agree that no Lender shall have any right individually to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Lender in accordance with the terms hereof.

SECTION 10. MISCELLANEOUS

10.1. Notices.

(a)Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent or Administrative Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; providedfurther, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

111

(b)Electronic Communications.

(i) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii)Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the bad faith, willful misconduct or gross negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction, of Administrative Agent.

(iii)The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

(iv)Each of the Credit Parties, the Lenders and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

112

10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of one counsel, one special counsel, local counsel in each applicable jurisdiction and one additional counsel for each affected Person in the case of an actual or potential conflict of interest, to Agents in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers engaged or hired by any Credit Party or Agent; (e) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (f) after the occurrence of an Event of Default or, solely with respect to costs and expenses of any Agent, a Default, all reasonable costs and expenses, including reasonable attorneys’ fees (provided that the fees of separate attorneys for Lenders or groups of Lenders will only be covered under this Section (f) if such attorneys are necessary or reasonably desirable due to conflicts of interests or disagreements amongst the Lenders) and costs of settlement, incurred by any Agent or Lender in enforcing any Loan Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Event of Default or, solely with respect to costs and expenses of any Agent, Default (including in connection with the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings; provided that notwithstanding anything in the foregoing to the contrary, Borrower will not be obligated to pay any expenses of any Lender (other than the Administrative Agent) on or prior to the Closing Date.

10.3. Indemnity.

(a)In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, of that Indemnitee or its directors, officers, affiliates or employees. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b)To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

113

10.4. [Reserved]

10.5. Amendments and Waivers.

(a)Requisite Lenders’ Consent. Except as provided in Section 5.10, subject to the additional requirements of Sections 10.5(b) and 10.5(c), and except as provided in Section 8.2, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement (i) to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender, (ii) to provide for the assumption of the Borrower’s or a Guarantor’s obligations to the Lenders by a successor to the Borrower or such Guarantor pursuant to Section 6.15, and (iii) to make any change that would provide additional rights or benefits to the Lenders or that does not adversely affect the legal rights hereunder of any Lender.

(b)Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i)extend the scheduled final maturity of any Loan or Loan Note;

(ii)waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii)make any Loan payable in money other than Dollars;

(iv)reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

(v)extend the time for payment of any such interest or fees;

(vi)reduce the principal amount of any Loan;

(vii)amend, modify, terminate or waive any provision of Section 2.13, Section 8.2, this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(viii)amend the definition of “Requisite Lenders” or “Pro Rata Share”;

114

(ix)release all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

(x)consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i)amend, modify, terminate or waive any provision of Section 7.13 or Section 11 that adversely affects the rights of the Lenders without the consent of Lenders holding more than 75% of the Loans then outstanding;

(ii)[Reserved];

(iii)[Reserved];

(iv)[Reserved];

(v)[Reserved]; or

(vi)amend, modify, terminate or waive any provision of Section 2.16(g) or Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

10.6. Successors and Assigns; Participations

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders, and any such purported assignment or delegation in breach of this Section 10.6(a) shall be of no force and effect. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

115

(b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Administrative Agent, if received by 12:00 noon New York City time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement or any settlement confirmation shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Loan Obligations (provided,however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

(i)to any Affiliate of such Lender, upon the giving of notice to Borrower and Administrative Agent; and

(ii)to any other Person meeting the criteria of clauses (i) or (ii) of the definition of the term of “Eligible Assignee”, upon the giving of notice to Borrower and Administrative Agent; providedfurther, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1.0 million (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loans of the assigning Lender) with respect to the assignment of Loans.

(d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to GSCP or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender).

116

(e)Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(f)Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee; and (iv) if any such assignment occurs after the issuance of any Loan Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Loan Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender.

(g)Participations.

(i)Each Lender shall have the right at any time to sell one or more participations to any Person (other than Borrower, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Loan Obligation.

(ii)The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan or Loan Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof) or (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement.

117

(iii) Borrower agrees that each participant shall be entitled to the benefits of Section 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Borrower’s prior written consent and (y) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; providedfurther that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to the Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such participant agrees to be subject to Section 2.17 as though it were a Lender.

(h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign and/or pledge all or any portion of its Loans, the other Loan Obligations owed by or to such Lender, and its Loan Notes, if any, to secure obligations of such Lender including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and providedfurther, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Loan. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.20, 10.2, 10.3, 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3, 9.5 and 9.6 shall survive the payment of the Loans and the termination hereof.

118

10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Loan Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

119

10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

120

10.17. Confidentiality. Each Agent, and each Lender shall hold all non-public information regarding Borrower and its Subsidiaries and their businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any pledgee referred to in Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document and (v) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public Information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents.

10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Loan Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

121

10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10.20. Effectiveness; Integration. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. In the event that any provision of any Exhibit to this Agreement is deemed to conflict with this Agreement, the provisions of this Agreement shall control.

10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the names and addresses of the Credit Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Act.

10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.23. No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower. The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and the Borrower, its stockholders or its affiliates. You acknowledge and agree that (i) the transactions contemplated by the Credit Documents are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising the Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Credit Documents and (iv) the Borrower has consulted its own legal and financial advisors to the extent deemed appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

122

10.24. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Borrower to the Administrative Agent to take any action under this Agreement, the Borrower shall furnish to the Administrative Agent:

(1)an Officers’ Certificate in form and substance reasonably satisfactory to the Administrative Agent (which must include the statements set forth in Section 10.25 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Agreement relating to the proposed action have been satisfied; and

(2)in connection with an action under Sections 5.10, 6.17, 7.12 hereof, and any other action hereunder for which the Administrative Agent reasonably requests, an Opinion of Counsel in form and substance reasonably satisfactory to the Administrative Agent (which must include the statements set forth in Section 10.25 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

10.25. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement must include:

(1)a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

123

SECTION 11. SUBORDINATION

11.1. Agreement to Subordinate. Borrower agrees, and the Administrative Agent and each Lender agrees, that the Indebtedness evidenced by the Loans is subordinated in right of payment, to the extent and in the manner provided in this Section 11, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

11.2. Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of Borrower in a liquidation or dissolution of Borrower or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Borrower or its property, in an assignment for the benefit of creditors or any marshaling of Borrower’s assets and liabilities:

a. holders of Senior Debt will be entitled to receive payment in full of all obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is allowed in such proceeding) before the Lenders will be entitled to receive any payment with respect to the Loans (except that Lenders may receive and retain Permitted Junior Securities); and

b. until all obligations with respect to Senior Debt (as provided in clause (a) above) are paid in full, any distribution to which Lenders would be entitled but for this Section 11 will be made to holders of Senior Debt (except that Lenders may receive and retain Permitted Junior Securities), as their interests may appear.

11.3. Default on Designated Senior Debt. Borrower may not make any payment or distribution to the Administrative Agent or any Lender in respect of Obligations with respect to the Loans in Cash or property and may not acquire, prepay or retire any Loans for cash or property (other than Permitted Junior Securities) until all principal and other obligations with respect to the Senior Debt then due have been paid in full if:

124

(a) payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt; or

(b) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Borrower (with a copy to the Administrative Agent) receives a notice of such default (a “Payment Blockage Notice”) from the holders of any Designated Senior Debt. If the Borrower receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice will be effective for purposes of this Section 11.3 unless and until (A) at least 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Loans that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Borrower may be, or may be made, the basis for a subsequent Payment Blockage Notice.

Borrower may and will resume payments on and distributions in respect of the Loans and may acquire them upon the earlier of:

(a) in the case of a payment default, upon the date upon which such default is cured or waived, or

(b) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated,

if this Section 11 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

11.4. Acceleration of Loans. If payment of the Loans is accelerated because of an Event of Default, Borrower will promptly notify holders of Senior Debt of the acceleration.

11.5. When Distribution Must Be Paid Over. In the event that any Lender receives any payment of any Obligations with respect to the Loans (other than Permitted Junior Securities) at a time when such payment is prohibited by Section 11.3 hereof, such payment will be held by such Lender, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such obligations then due in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

125

With respect to the holders of Senior Debt, the Administrative Agent undertakes to perform only those obligations on the part of the Administrative Agent as are specifically set forth in this Section 11, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Agreement against the Administrative Agent. The Administrative Agent will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Administrative Agent pays over or distributes to or on behalf of Lenders or Borrower or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Section 11.

11.6. Notice by Borrower. Borrower will promptly notify the Administrative Agent and the Lenders of any facts known to Borrower that would cause a payment of any Obligations with respect to the Loans to violate this Section 11, but failure to give such notice will not affect the subordination of the Loans to the Senior Debt as provided in this Section 11.

11.7. Subrogation. After all Senior Debt is paid in full and until the Loans are paid in full, Lenders will be subrogated (equally and ratably with all other Indebtedness pari passu with the Loans) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Lenders have been applied to the payment of Senior Debt. A distribution made under this Section 11 to holders of Senior Debt that otherwise would have been made to Lenders is not, as between Borrower and Lenders, a payment by Borrower on the Loans.

11.8. Relative Rights. This Section 11 defines the relative rights of Lenders and holders of Senior Debt. Nothing in this Agreement will:

(a) impair, as between Borrower and Lenders, the obligation of Borrower, which is absolute and unconditional, to pay principal of, premium and interest on, the Loans in accordance with their terms;

(b) affect the relative rights of Lenders and creditors of Borrower other than their rights in relation to holders of Senior Debt; or

(c) prevent the Administrative Agent or any Lender from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Lenders.

If Borrower fails because of this Section 11 to pay principal of, premium or interest on, a Loan on the due date, the failure is still a Default or Event of Default.

11.9. Subordination May Not Be Impaired by Borrower. No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Loans may be impaired by any act or failure to act by Borrower or by the failure of Borrower to comply with this Agreement.

11.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

126

Upon any payment or distribution of assets of Borrower referred to in this Section 11, the Administrative Agent and the Lenders will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Administrative Agent or to the Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 11.

11.11. Rights of Administrative Agent and Paying Agent. Notwithstanding the provisions of this Section 11 or any other provision of this Agreement, the Administrative Agent will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Administrative Agent, and the Administrative Agent may continue to make payments on the Loans, unless the Administrative Agent has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Loans to violate this Section 11. Only Borrower or a Representative may give the notice. Nothing in this Section 11 will impair the claims of, or payments to, the Administrative Agent under or pursuant to Section 7.07 hereof.

The Administrative Agent in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not the Administrative Agent. Any Agent may do the same with like rights.

11.12. Amendments. The provisions of this Section 11 may not be amended or modified without the written consent of the holders at least 75% of the aggregate principal amount of all Senior Debt.

[Remainder of page intentionally left blank]

127

NEWSTONE CAPITAL PARTNERS, L.P.,
as a Lender
By:	Newstone Partners, LP
Its:	General Partner
By:	Newstone Capital Partners, LLC
Its:	General Partner
By:
	Name:
	Title:

Signature page to Subordinated Loan Agreement

APPENDIX A

TO SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

Commitment

Lender	Commitment		Pro Rata Share
Goldman Sachs Credit Partners L.P.	$	38,695,442.97		32.2	%
TCW/Crescent Mezzanine Partners IV, L.P.	$	14,687,949.05		12.2	%
TCW/Crescent Mezzanine Partners IVB, L.P.	$	10,786,152.28		9.0	%
MAC Capital, Ltd.	$	2,830,455.70		2.4	%
GS Direct, L.L.C.	$	18,000,000.00		15.0	%
Newstone Capital Partners, L.P.	$	35,000,000.00		29.2	%
Total	$	120,000,000.00		100	%

APPENDIX A

APPENDIX B

TO SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

Notice Addresses

Aeroflex Incorporated

c/o Veritas Capital Fund Management, L.L.C.

590 Madison Avenue, 41^stFloor

New York, NY 10022

Attention: Mr. Hugh Evans

35 South Service Road

P.O. Box 6022

Plainview, New York 11803

Facsimile No.: (516) 694-0658

Attention: John Adamovich, Jr.

AX HOLDING CORP.

c/o Veritas Capital Fund Management, L.L.C.

590 Madison Avenue, 41^stFloor

New York, NY 10022

Attention: Mr. Hugh Evans

in each case, with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Benjamin Polk, Esq.

Facsimile: 212-593-5955

Signature page to Subordinated Loan Agreement

GOLDMAN SACHS CREDIT PARTNERS L.P.,

Lead Arranger and Syndication Agent’s Principal Office, as Administrative Agent and as a Lender:

Goldman Sachs Credit Partners L.P.

c/o Goldman, Sachs & Co. 30

Hudson Street, 17th Floor

Jersey City, NJ 07302

Attention: SBD Operations

Attention: Pedro Ramirez

Facsimile: (212) 357-4597

Email and for delivery of final financial statements for posting: gsd.link@gs.com

with a copy to:

Goldman Sachs Credit Partners L.P. 1

New York Plaza

New York, New York 10004

Attention: Elizabeth Fischer

Facsimile No.: (212) 902-3000

in each case, with a copy to:

Latham & Watkins LLC

885 Third Avenue

New York, NY 10022

Attention: Marc Jaffe

Fascimile No.: (212) 751-4864

GS DIRECT, L.L.C.

85 Broad Street, 10th Floor

New York, NY 10004

Attention: Christine Vollertsen

T: 212-902-9218

F: 212-357-5505

with a copy to:

Fried, Frank, Harris, Shriver & Jaccobson LLP

One New York Plaza

New York, NY 10004

Attention: F. William Reindel, Esq.

Telephone: (212) 859-8189

Fax: (212) 859-4000

APPENDIX B-2

TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

200 Park Avenue

Suite 2200

New York, NY 10166

Attention. Joseph A Kaufman

Facsimile No.: (212) 771-4551

joseph.kaufman@tcw.com

TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P.

200 Park Avenue

Suite 2200

New York, NY 10166

Attention: Joseph A. Kaufman

Facsimile No.: (212) 771-4551

joseph.kaufman@tcw.com

in each case, with a copy to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attention: Stan Johnson

Facsimile No.: (212) 407-4990

sjohnson@loeb.com

MAC CAPITAL, LTD

c/o Wells Fargo Bank, National Association

9062 Old Annapolis Road Columbia,

MD 21045 Attn: Teresa Galindez

Telephone: (713) 243-4130

Facsimile No.: (866) 471-4103

Maria.T.Galindez@wellsfargo.com

with a copy to

MAC CAPITAL, LTD

c/o Trust Company of the West

200 Park Avenue, Suite 2200

New York, NY 10166

Attn: Scott Feldman

Telephone: (212) 771-4158

Facsimile No.: (212) 771-4089

scott.feldman@tcw.com

APPENDIX B-3

NEWSTONE CAPITAL PARTNERS, L.P.

11111 Santa Monica Boulevard, Suite 1100

Los Angeles, CA 90025

Attention: Jeff Morales

Telephone: (310) 689-1719

Facsimile: (310) 689-1717

Email: jjm@newstonecapital.com

with a copy (which shall not constitute notice) to:

Proskaur Rose

2049 Century Park East, 32nd Floor

Los Angeles, CA 90067

Attention: Neil Cummings

Telephone: 310-284-5628

Facsimile No.: 310-557-2193

APPENDIX B-4

Schedule 4.1

Jurisdictions of Organization and Qualification

Active Company Subsidiaries

Subsidiary name	Jurisdiction of incorporation
Aeroflex / Inmet, Inc.	Michigan California
Aeroflex / Metelics, Inc.	Michigan Michigan
Aeroflex / KDI, Inc.	Hong Kong England
Aeroflex / Weinschel, Inc.	New York England
Aeroflex Asia Ltd.
Aeroflex Asia Pacific, Ltd.	England
Aeroflex Bloomingdale, Inc.	Delaware
Aeroflex Burnham Limited - (fka Racal	France
Instruments Wireless Solutions Limited)	Germany
Aeroflex Cambridge, Ltd.	Delaware
Aeroflex Colorado Springs, Inc.	England
Aeroflex France SAS	China
Aeroflex GMBH	Michigan
Aeroflex Incorporated	Delaware
Aeroflex International Ltd. ("Stevenage")	Ohio
Aeroflex Microelectronic (Nanjing) Co., Ltd.	Luxembourg
Aeroflex Microelectronics Solutions, Inc.	Delaware
Aeroflex Plainview, Inc.	Spain
Aeroflex Powell, Inc.	England
Aeroflex SARL	Delaware
Aeroflex Systems Corp.	Delaware
Aeroflex Technologies, S.A	Delaware
Aeroflex Test Solutions, Limited
Aeroflex Wichita, Inc.	Delaware
AIF Corp
AX Acquisition Corp. (to be merged into	France
Aeroflex Incorporated at closing)	England
AX Holding Corp. (parent of Aeroflex	Kansas
Incorporated)	Delaware
Europtest, S.A.	Michigan
IFR Finance Limited Partnership	China
IFR Finance, Inc.	New Hampshire
IFR Systems, Inc.	China
MCE Asia, Inc.	England
MCE Technologies (Nanjing) Co., Ltd.
Micro-Metrics, Inc.
RIL Asia Pacific Ltd
WSG Finance Limited Partnership

Inactive Company Subsidiaries

Aeroflex International Inc	Delaware
Aeroflex Milan SRL	Italy
Aeroflex Properties Corp.	New York
Comar Products Inc	New Jersey
Comstron International	France
Harx Inc	New York
Korfund Dynamics Company Inc.	New Jersey
MCE Europe, Inc.	Michigan
MCE Microwave Ltd	England
MCE/DML Microwave Ltd	England
Old Corp.	New York
T-Cas Corp	Virginia
T-Cas International Inc	U.S. Virgin Islands

Schedule 4.2

Equity Interests and Ownership

None.

Schedule 4.13

Properties

None.

Schedule 4.21

Certain Fees

The Borrower has agreements with Bear Stearns relating to payments to be made upon consummation of the Merger, which payments were made at closing.

Schedule 4.27

Unrestricted Subsidiaries

Aeroflex International Inc

Aeroflex Milan SRL

Aeroflex Properties Corp.

Comar Products Inc

Comstron International

Harx Inc

Korfund Dynamics Company Inc.

MCE Europe, Inc.

MCE Microwave Ltd

MCE/DML Microwave Ltd

Old Corp.

T-Cas Corp

T-Cas International Inc

EXHIBIT A TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

FUNDING NOTICE AND LETTER OF DIRECTION

Reference is made to the Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AEROFLEX INCORPORATED, a Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent.

Pursuant to Section 2.1 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on September 21, 2007 (the “Credit Date”), the proceeds of which will be used on the Credit Date (i) to repay in full the entire principal amount of indebtedness owed by the Borrower under the Exchangeable Senior Subordinated Unsecured Credit Facility (as defined in the Credit Agreement) and (ii) to pay related transaction costs, fees, commissions and expenses in connection herewith:

Loans: $[___,___,___]

Borrower hereby certifies that:

(i)as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date; and

(ii)as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

Borrower hereby irrevocably authorizes and directs the Administrative Agent to disburse the proceeds of the Loans described in this Funding Notice and Letter of Direction pursuant to the instructions set forth on the Exhibit A attached hereto.

[Remainder of page left intentionally blank]

EXHIBIT A-1

Date: September 21, 2007	AEROFLEX INCORPORATED
	By:
	Name:
	Title:

EXHIBIT A-2

EXHIBIT B TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

FORM OF LOAN NOTE

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT [JOHN ADAMOVICH, JR.], THE CHIEF FINANCIAL OFFICER OF THE BORROWER, AT [35 SOUTH SERVICE ROAD, P.O. BOX 6022, PLAINVIEW, NY 11803], [516-752-2320], WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

$[___,     ,___]

[mm/dd/yy] New York, New York

FOR VALUE RECEIVED, AEROFLEX INCORPORATED, a Delaware corporation (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [  DOLLARS] ($[___,____,___]) in the installments referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent.

This Loan Note is one of the “Loan Notes” in the aggregate principal amount of $ [,___,______]and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Loan Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Loan Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Loan Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Loan Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Loan Note.

This Loan Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS LOAN NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Loan Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

EXHIBIT B-1

The terms of this Loan Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Loan Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Loan Note at the place, at the respective times, and in the currency herein prescribed.

Borrower promises to pay costs and expenses, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Loan Note. Borrower and any endorsers of this Loan Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-2

IN WITNESS WHEREOF, Borrower has caused this Loan Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

AEROFLEX INCORPORATED

By:

Name:

Title:

EXHIBIT B-3

EXHIBIT C TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

[Reserved]

EXHIBIT C-1

EXHIBIT D TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

[Opinions Of Counsel]

EXHIBIT D-1

EXHIBIT E TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
3.	Borrower:	Aeroflex Incorporated
4.	Administrative Agent:	Goldman Sachs Credit Partners L.P., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The $120,000,000 Senior Subordinated Unsecured Credit and Guaranty Agreement dated as of September 21, 2007 among Aeroflex Incorporated, as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders parties thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, and the other agent parties thereto
6.	Assigned Interest:

EXHIBIT E-1

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans	Percentage Assigned of Commitment/Loans1
Loan Commitment	$	$		%
Loan Commitment	$	$		%
Loan Commitment	$	$		%

Effective Date:_______________ , 20__  [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7.Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:		Wire Instructions:

1Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

EXHIBIT E-2

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title:

Consented to and Accepted:

GOLDMAN SACHS CREDIT PARTNERS L.P., as

Administrative Agent

By:

Title:

EXHIBIT E-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests for Loans, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT E-4

EXHIBIT F TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

CERTIFICATE RE NON-BANK STATUS

Reference is made to the Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AEROFLEX INCORPORATED, a Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent. Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended.

[NAME OF LENDER]

By:

Name:

Title:

EXHIBIT F-1

EXHIBIT G-1 TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

CLOSING DATE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES SOLELY IN ITS CAPACITY AS AN OFFICER OF THE BELOW MENTIONED ENTITY AND NOT IN ITS INDIVIDUAL CAPACITY AS FOLLOWS:

1. I am the chief financial officer of AEROFLEX INCORPORATED, a Delaware corporation (“Borrower”).

2. I have reviewed the terms of Section 3 of the Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, andGOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to certify as to the matters referred to herein.

3. Based upon my review and examination described in paragraph 2 above, I certify, on behalf of Borrower, that as of the date hereof:

(i)the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all respects on and as of such earlier date;

(ii)no injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby; and

(iii)no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

(iv)each of the conditions precedent set forth in Section 3.1 of the Credit Agreement have been satisfied or waived.

4. Each Credit Party has requested Schulte, Roth & Zabel LLP to deliver to Agents and Lenders on the Closing Date favorable written opinions setting forth substantially the matters in the opinions designated in Exhibit D annexed to the Credit Agreement, and as to such other matters as the Sole Syndication Agent and Administrative Agent may reasonably request.

5. Attached hereto as Annex B are true, complete and correct copies of (a) the Historical Financial Statements and (b) the pro forma financial statements, in each case meeting the requirements of Regulation S-X for Form S-1 registration statements.

EXHIBIT G-1-1

The foregoing certifications are made and delivered as September 21, 2007.

AEROFLEX INCORPORATED

Name:

Title:

EXHIBIT G-1-2

EXHIBIT G-2 TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1.I am an Authorized Officer of AEROFLEX INCORPORATED., a Delaware corporation (“Borrower”).

2.Reference is made to that certain Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AEROFLEX INCORPORATED, a Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent.

3.I have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

4.Based upon my review and examination described in paragraph 3 above, I certify, solely in my capacity as an Authorized Officer of the Borrower and not in my individual capacity, that as of the date hereof, after giving effect to the financings and the other transactions contemplated by the Credit Documents, each of the Borrower and its Subsidiaries on a consolidated basis are and will be Solvent.

The foregoing certifications are made and delivered as of September 21, 2007.

[Remainder of page intentionally left blank]

EXHIBIT G-2-1

AEROFLEX INCORPORATED

Name:

Title:

EXHIBIT G-2-2

EXHIBIT H TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

COUNTERPART AGREEMENT

This COUNTERPART AGREEMENT, dated__, 200_{_} (this “Counterpart Agreement”) is delivered pursuant to that certain Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AEROFLEX INCORPORATED, a Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent.

Section 1. Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:

(a)agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

(b)represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date;

(c)represents and warrants that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; and

(d)agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement.

Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given in pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

THIS COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[Remainder of page intentionally left blank]

EXHIBIT H-1

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]

By:

Name:

Title:

Address for Notices:

Attention:

Telecopier

with a copy to:

Attention:

Telecopier

ACKNOWLEDGED AND ACCEPTED, as

of the date above first written:

GOLDMAN SACHS CREDIT PARTNERS L.P., as

Administrative Agent

By:

Name: 

Title:

EXHIBIT H-2

EXHIBIT I TO

SENIOR SUBORDINATED UNSECURED

CREDIT AND GUARANTY AGREEMENT

[Preliminary Offering Circular dated July 13, 2007]

EXHIBIT I-1

EX-10.22

TEST EVOLUTION CORPORATION

SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT

October 1, 2007

TABLE OF CONTENTS

	Page
1. Purchase and Sale of Preferred Stock	1
1.1 Sale and Issuance of Series A-1 Preferred Stock	1
1.2 Closings; Delivery	1
1.3 Use of Proceeds	2
1.4 Defined Terms Used in this Agreement	2
2. Representations and Warranties of the Company	3
2.1 Organization, Good Standing, Corporate Power and Qualification	3
2.2 Capitalization	3
2.3 Subsidiaries	4
2.4 Authorization	4
2.5 Valid Issuance of Shares	4
2.6 Governmental Consents and Filings	5
2.7 Litigation	5
2.8 Intellectual Property	5
2.9 Compliance with Other Instruments	6
2.10 Agreements; Actions	6
2.11 Certain Transactions	7
2.12 Rights of Registration and Voting Rights	7
2.13 Absence of Liens	7
2.14 Employee Matters	8
2.15 Tax Returns and Payments	8
2.16 Confidential Information and Invention Assignment Agreements	9
2.17 Permits	9
2.18 Corporate Documents	9
2.19 Disclosure	9
3. Representations and Warranties of the Purchaser	9
3.1 Authorization	9
3.2 Purchase Entirely for Own Account	9
3.3 Disclosure of Information	10
3.4 Restricted Securities	10
3.5 No Public Market	10
3.6 Legends	10
3.7 Accredited Investor	11
3.8 No General Solicitation	11
3.9 Residence	11
4. Conditions to the Purchaser’s Obligations at Closing	11
4.1 Representations and Warranties	11
4.2 Performance	11
4.3 Compliance Certificate	11
4.4 Qualifications	11

4.5 Board of Directors	11
4.6 Indemnification Agreement	11
4.7 Investors’ Rights Agreement	12
4.8 Stockholders Agreement	12
4.9 Voting Agreement	12
4.10 Restated Certificate	12
4.11 Secretary’s Certificate	12
4.12 Alperovich Agreement	12
4.13 Proceedings and Documents	12
5. Conditions of the Company’s Obligations at Initial Closing	12
5.1 Representations and Warranties	12
5.2 Performance	12
5.3 Qualifications	13
5.4 Investors’ Rights Agreement	13
5.5 Stockholders Agreement	13
5.6 Voting Agreement	13
6. Miscellaneous	13
6.1 Survival of Warranties	13
6.2 Successors and Assigns	13
6.3 Governing Law	13
6.4 Counterparts; Facsimile	13
6.5 Titles and Subtitles	14
6.6 Notices	14
6.7 No Finder’s Fees	14
6.8 Amendments and Waivers	14
6.9 Severability	14
6.10 Delays or Omissions	14
6.11 Entire Agreement	14

Exhibit A	Schedule of Purchaser
Exhibit B	Form of Amended and Restated Certificate of Incorporation
Exhibit C	Disclosure Schedule
Exhibit D	Form of Indemnification Agreement
Exhibit E	Form of Investors’ Rights Agreement
Exhibit F	Form of Stockholders Agreement
Exhibit G	Form of Voting Agreement

TEST EVOLUTION CORPORATION

SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of October, 2007 by and between Test Evolution Corporation, a Delaware corporation (the “Company”), Lev Alperovich, an individual and principal stockholder of the Company (“Alperovich”) and the investor listed on Exhibit A attached to this Agreement (the “Purchaser”).

The parties hereby agree as follows:

1.Purchase and Sale of Preferred Stock.

1.1.Sale and Issuance of Series A-1 Preferred Stock.

(a)The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).

(b)Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closings (as defined below), and the Company agrees to sell and issue to the Purchaser at the Closings, an aggregate of Four Million (4,000,000) shares of the Company’s Series A-1 Convertible Preferred Stock, $0.001 par value per share (the “Series A-1 Preferred Stock”) as set forth opposite the Purchaser’s name on Exhibit A, at a purchase price of $1.00 per share (the “Shares”). Two Million (2,000,000) Shares shall be purchased by Purchaser and sold and issued by the Company at the “Initial Closing,” and Two Million (2,000,000) Shares shall be purchased by Purchaser and sold and issued by the Company at the “Second Closing,” (each such term defined below).

1.2.Closings; Delivery.

(a)Theinitial purchase and sale of Two Million (2,000,000) Shares shall take place remotely via the exchange of documents and signatures, at 11:00 a.m. on October __, 2007, or at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). The second purchase and sale of Two Million (2,000,000) Shares shall take place remotely via the exchange of documents and signatures, at 11:00 a.m. on April 1, 2008, or (i) at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing, or (ii) at such earlier time as the Purchaser may, acting in its sole discretion, designate in writing to the Company, (which time and place are designated as the “Second Closing”; and together with the Initial Closing, the “Closings”). Notwithstanding the foregoing, if prior to the date of the Second Closing any matter, issue, event, occurrence, right or obligation in which the percentage ownership of shares of Series A Preferred Stock is at issue, or with respect to which the matter, issue, event, occurrence, right or obligation would be impacted in any way based on the percentage ownership of shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock, or the rights of the holders of Series A-1 Preferred Stock would in any way be impaired (each a “Meaningful Matter”), the Purchaser shall have the right, exercisable in its sole discretion, to be exercised within ten (10) business days of notice of the pendency of a Meaningful Matter, to accelerate its purchase of Shares at the Second Closing. The Company covenants and agrees that resolution of any Meaningful Matter will not be permitted to occur prior to the expiration of such ten day period.

(b)At the Closings, the Company shall deliver to the Purchaser a certificate representing the Shares being purchased by Purchaser at such Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company.

1.3Use of Proceeds. In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Voting Agreement (as defined below), the Company will use the proceeds from the sale of the Shares to commence development and manufacturing and sales operations for instrument products for module test and measurement and for other general corporate purposes.

1.4.Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

“Indemnification Agreement” means the agreement between the Company and each member of its Board of Directors, in the form of Exhibit D attached to this Agreement.

“Investors’ Rights Agreement” means the agreement among the Company and the Purchaser dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

“Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

2

“Knowledge,” including the phrase “to the Company’s knowledge,” shall mean the actual knowledge of the officers of the Company after due inquiry.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospectsor results of operations of the Company.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholders Agreement” means the agreement among the Company, the Purchaser, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.

“Transaction Agreements” means this Agreement, the Restated Certificate, the Investors’ Rights Agreement, the Stockholders Agreement, the Confidentiality, Noncompetition and Assignment of Inventions Agreement between the Company and Alperovich dated as of even date herewith, the Voting Agreement and the Indemnification Agreements.

“Voting Agreement” means the agreement among the Company, the Purchaser and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

2.Representations and Warranties of the Company. The Company and Alperovich hereby jointly and severally represent and warrant to the Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Initial Closing. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

2.1.Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2.Capitalization. The authorized capital of the Company consists, immediately prior to the Initial Closing, of:

3

(a)Forty Million (40,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”), Four Million (4,000,000) shares of which are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(b)Six Million (6,000,000) shares of Preferred Stock, Four Million (4,000,000) of which shares have been designated Series A-1 Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing, and Two Million (2,000,000)of which shares have been designated Series A-2 Preferred Stock, all of which are issued and outstanding immediately prior to the Initial Closing. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock are sometimes referred to together as the Series A Preferred Stock. The rights, privileges and preferences of the Series A Preferred Stock are as stated in the Restated Certificate and as provided by the general corporation law of the jurisdiction of the Company’s incorporation.

(c)Except as set forth herein, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Series A-1 Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Series A-1 Preferred Stock.

2.3.Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

2.4.Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closings and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Initial Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closings, and the issuance and delivery of the Shares has been taken or will be taken prior to the Initial Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement and the Indemnification Agreement may be limited by applicable federal or state securities laws.

2.5.Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under certain of the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement, and subject to the filings described in Section 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under certain of the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by the Purchaser. Based in part upon the representations of the Purchaser in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

4

2.6.Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

2.7.Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened (i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or relationship with the Company; (ii) that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.

2.8.Intellectual Property. The Company owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without, to the Company’s knowledge, any conflict with, or infringement of, the rights of others. To the Company’s knowledge, (i) no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party and (ii) no product or services currently marketed or sold by a third party infringes any intellectual property rights of the Company. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each employee and consultant has assigned or will assign to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted.

5

2.9.Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule,or, to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

2.10.Agreements; Actions.

(a)Except for the Transaction Agreements and as disclosed on Schedule C, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person, (iv) any limit on the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products in any territory, or (v) indemnification by the Company with respect to infringements of proprietary rights. Neither the Company nor, to its knowledge, any third party to any agreement disclosed on Schedule C is in default with respect to such agreement.

(b)The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually or in the aggregate in excess of $25,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

6

(c)The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

2.11.Certain Transactions.

(a)Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors (including, without limitation, the Indemnification Agreements), and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board of Directors, complete copies of which have been provided to Purchaser, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.

(b)The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) are, directly or indirectly, indebted to the Company or, (ii) to the Company’s knowledge, have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers or employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company. To the Company’s knowledge, none of the Company’s Key Employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any material contract with the Company.

2.12.Rights of Registration and Voting Rights. Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.13.Absence of Liens. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

7

2.14.Employee Matters.

(a)A list of Company employees appears on Schedule C.

(b)Alperovich is not obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with his ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which Alperovich or any employee anticipated to be engaged by the Company is obligated.

(c)The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

(d)The Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Company’s Board of Directors, complete copies of which have been delivered to the Purchaser.

2.15.Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

8

2.16.Confidential Information and Invention Assignment Agreements. Alperovich has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchaser (the “Confidential Information Agreements”).

2.17.Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

2.18.Corporate Documents. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchaser. The copy of the minute books of the Company provided to the Purchaser contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.

2.19.Disclosure. The Company has made available to the Purchaser all the information reasonably available to the Company that the Purchaser has requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchaser at the Initial Closing contains any untrue statement of a material fact or, to the Company’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

3.Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company that:

3.1.Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

3.2.Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.

9

3.3.Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company and Alperovich in Section 2 of this Agreement or the right of the Purchaser to rely thereon.

3.4.Restricted Securities. The Purchaser understands that the Shares, and the shares of Common Stock issued upon conversion thereof, have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares, and the shares of Common Stock issued upon conversion thereof, are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold theShares, and the shares of Common Stock issued upon conversion thereof, indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the shares of Common Stock issued upon conversion thereof, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, or the shares of Common Stock issued upon conversion thereof, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligationand may not be able to satisfy.

3.5.No Public Market. The Purchaser understands that no public market now exists for the Shares, or the shares of Common Stock issued upon conversion thereof, and that the Company has made no assurances that a public market will ever exist for such shares.

3.6.Legends. The Purchaser understands that the Shares, and any securities issued in respect of or exchange for the Shares, may bear one or all of the following legends:

(a)“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

10

(b)Any legend set forth in, or required by, the other Transaction Agreements.

(c)Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares, or any securities issued in respect of or exchange for the Shares, represented by the certificate so legended.

3.7.Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.8.No General Solicitation. Neither the Purchaser, nor any of its agents, if any, has either, directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares.

3.9.Residence. The Purchaser is located in the state identified in the address of the Purchaser set forth on Exhibit A.

4.Conditions to the Purchaser’s Obligations at Initial Closing. The obligations of the Purchaser to purchase Shares at the Initial Closing are subject to the fulfillment, on or before the Initial Closing, of each of the following conditions, as applicable, unless otherwise waived:

4.1.Representations and Warranties. The representations and warranties of the Company and Alperovich contained in Section 2 shall be true and correct in all respects as of such Closing.

4.2.Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Closing.

4.3.Compliance Certificate. The President of the Company shall deliver to the Purchaser at such Closing a certificate certifying that the conditions specified in Sections 4.1 and 4.2 have been fulfilled.

4.4.Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of such Closing.

4.5.Board of Directors. As of the Initial Closing, the authorized size of the Board shall be three (3), and the Board shall be comprised of Leonard Borow and Lev Alperovich, leaving one vacancy.

4.6.Indemnification Agreement. The Company and each member of the Board of Directors shall have executed and delivered an Indemnification Agreement.

11

4.7.Investors’ Rights Agreement. The Company,the Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Investors’ Rights Agreement.

4.8.Stockholders Agreement. The Company, the Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Stockholders Agreement.

4.9.Voting Agreement. The Company, the Purchaser, and the other stockholders of the Company named as parties thereto shall have executed and delivered the Voting Agreement.

4.10.Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Initial Closing, which shall continue to be in full force and effect as of the Closings.

4.11.Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchaser at the Initial Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.

4.12.Alperovich Agreement Alperovich shall have executed and delivered to the Company a Confidentiality, Noncompetition and Assignment of Inventions Agreement in the form approved by Purchaser and its counsel.

4.13.Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

5.Conditions of the Company’s Obligations at Initial Closing. The obligations of the Company to sell Shares to the Purchaser at the Initial Closing are subject to the fulfillment, on or before the Initial Closing, of each of the following conditions, as applicable, unless otherwise waived:

5.1.Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct in all respects as of such Closing.

5.2.Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing.

12

5.3.Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Share pursuant to this Agreement shall be obtained and effective as of such Closing.

5.4.Investors’ Rights Agreement. The Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Investors’ Rights Agreement.

5.5.Stockholders Agreement. The Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Stockholders Agreement.

5.6.Voting Agreement. The Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Voting Agreement.

6.Miscellaneous.

6.1.Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closings and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Company.

6.2.Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.3.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. Any action, suit or proceeding initiated under this agreement shall be brought in the state or federal courts located within the domicile jurisdiction of the party against which such action, suit or proceeding is brought, and such courts shall have exclusive jurisdiction over such claims, with the parties hereto submitting to the jurisdiction of such courts. The prevailing party in any action, suit or proceeding shall be entitled to reimbursement of its reasonable legal fees and expenses from the other party in such matter.

6.4.Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13

6.5.Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.6.Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business (1) day after deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications to the Purchaser shall be sent to the Purchaser at the address, e-mail address or facsimile number set forth on Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6, and a copy of such notice shall also be given to Edward S. Wactlar, Esq., Moomjian, Waite, Wactlar & Coleman, LLP; 100 Jericho Quadrangle, Jericho, NY 11753; E-mail ewactlar@mwwcllp.com; Fax: 516 937-5050. All communications to the Company shall be sent to the Company at the address, e-mail address or facsimile number set forth on the signature page hereto, and a copy of such notice shall also be sent to Lauren Jennings, Esq., c/o Posternak Blankstein & Lund LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199, E-mail: ljennings@pbl.com; Fax: 617-367-2315.

6.7.No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.8.Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company, Alperovich and the Purchaser. Any amendment or waiver effected in accordance with this Section 6.8 shall be binding upon the Purchaser (and any transferee and assignee of the Purchaser) and the Company.

6.9.Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.10.Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.11.Entire Agreement. This Agreement (including the Exhibits hereto) and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

[Remainder of Page Intentionally Left Blank]

14

IN WITNESS WHEREOF, the parties have executed this Series A-1 Preferred Stock Purchase Agreement as of the date first written above.

COMPANY:
TEST EVOLUTION CORPORATION
By:	/s/ Lev Alperovich
	Name:	Lev Alperovich
	Title:	President

Address:	16 Hickory Street
	Lexington, MA 02421
	Attn.:	President
E-mail:	lalperovich@mail.ru
Fax No.:

PURCHASER:
AEROFLEX INCORPORATED
By:	/s/ Leonard Borow
	Name:	Leonard Borow
	Title:	President and CEO

EXHIBITS

Exhibit A -	Schedule of Purchaser
Exhibit B -	Form of Amended and Restated Certificate of Incorporation
Exhibit C -	Disclosure Schedule
Exhibit D -	Form of Indemnification Agreement
Exhibit E -	Form of Investors’ Rights Agreement
Exhibit F -	Form of Stockholders Agreement
Exhibit G -	Form of Voting Agreement

EXHIBIT A

SCHEDULE OF PURCHASER

Name, Address, E-mail and Fax No.	Number of Shares Held	Purchase Price
Aeroflex Incorporated 35 South Service Road Plainview, NY 11803 E-mail: Fax No.:	4,000,000, upon consummation of the Closings (2,000,000 at each Closing)	$4,000,000 ($2,000,000 at each Closing)
TOTAL:	4,000,000	$4,000,000,

EXHIBIT B

FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

[See Tab 7]

EXHIBIT C

DISCLOSURE SCHEDULE

Section 2.2(c) The Company has had discussions with three individuals regarding the proposed issuance of shares of common stock, either as restricted stock or as options. The following number of shares have been discussed, but no such discussions have been finalized or reduced to written documentation:

David Oka (employee):	4,000,000 shares
Michail Alperovich:	800,000 shares
Future Employee:	4,000,000 shares

Section 2.3 The Company has had discussions with Metrikos, Inc., a Massachusetts corporation, regarding a potential investment by the Company, pursuant to which the Company would acquire shares of Metrikos stock. Discussions have included the possibility of the Company acquiring a controlling interest in Metrikos.

Section 2.10 The Company has entered into a contractual arrangement with the Purchaser pursuant to which the Company is providing development services. In connection with such arrangement, the Company is subcontracting certain portions of the services to Metrikos.

Section 2.11 In connection with the closing of the purchase and sale of Series A-1 Preferred Stock, the Company intends to enter into Confidentiality Agreements with its employees, and a Confidentiality and Noncompetition Agreement with Lev Alperovich.

Section 2.14(a): The Company currently employs the following individuals:

Lev Alperovich

David Oka

Michail Alperovich

EXHIBIT D

FORM OF INDEMNIFICATION AGREEMENT

[See Tabs 5, 5A and 5B]

EXHIBIT E

FORM OF INVESTORS’ RIGHTS AGREEMENT

[See Tab 2]

EXHIBIT F

FORM OF STOCKHOLDERS AGREEMENT

[See Tab 3]

EXHIBIT G

FORM OF VOTING AGREEMENT

[See Tab 4]

EX-10.23

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) made effectively as of the 17^th day of December, 2007 by and between Aeroflex Incorporated, a Delaware corporation ( together with its successors and assigns, the ACompany@) and Carl Caruso (hereinafter the AEmployee@).

W I T N E S S E T H:

WHEREAS, the Company and Employee entered into an Employment Agreement dated November 6, 2003 (hereinafter the AEmployment Agreement@); and

WHEREAS, the Employment Agreement was amended by Amendment No. 1 to the Employment Agreement, dated March 11, 2005 which added a new paragraph 27 to the Employment Agreement that, inter alia, provided that the Employee, upon the termination of the Employment Term, would become a consultant to the Company for the compensation and on the terms set forth (the “Consulting Arrangement”); and

WHEREAS the Company and the Employee desire to modify the Employment Agreement, as amended, as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Section 2(b) shall be amended and restated to read as follows:

Term of Employment. The Term of Employment shall continue hereunder until either the Company or the Employee gives the other written notice of its intention to terminate the Term on the date set forth in the Notice (the “Termination Date”).

2. Section 8(b) shall be amended and restated to read as follows:

Termination Due to Death. In the event the Employee’s employment is terminated due to his death, his Beneficiary shall be entitled to the unpaid benefits provided in Sections 8(f) and 27, as amended by Amendment No. 2.

3. Section 8 (c) shall be amended and restated to read as follows:

Termination Due to Disability. In the event of Disability, the Company shall be entitled to terminate the Employee’s employment. If the Employee’s employment is terminated due to Disability, he shall be entitled to the benefits described in Section 27.

4. Section 8 (e)(iii) shall be amended and restated to read as follows:

In the event of Termination Without Cause, the Employee shall be entitled to receive the Termination Benefit Sum as described in Section 27 hereof, in one lump sum payment to be made within thirty (30) days after the Termination Date.

5. Section 8 (f) shall be amended and restated to read as follows:

In consideration for the relinquishment and release by Employee of any right that he otherwise may have had to terminate his employment with the Company upon the change of control as defined in Section 1(f), and to receive, accordingly, had he duly and timely exercised such right, the lump sum payment provided in this Section 8(f) as originally written, the Employee (or in the case of his death, his Beneficiary) shall be paid the lump sum of $648, 450.00 not later than December 31, 2007.

6. Section 8(h) shall be deleted in its entirety.

7. Section 27 shall be amended and restated to read as follows:

Effective upon the termination of the Employment Term for any reason and under any circumstance, including termination by the Company for Cause, the Employee (or in the case of his death, his Beneficiary) shall be entitled to receive the sum of $552,190.00, increased by interest at the rate of 5% per annum thereon from January 1, 2008 up to the Termination Date (collectively, the “Termination Benefit Sum”). Subject to Section 8(e) (iii), the Termination Benefit Sum shall be payable in accordance with the Company’s regular payroll practices over a three (3) year period commencing on the first day of the first full month after the Termination Date, together with interest at the rate of 5% per annum on the unpaid balance thereof, to be calculated and paid on a quarterly basis.

8. Except as specifically provided in this Amendment No. 2, the Employment Agreement in all other respects is hereby ratified and confirmed without amendment.

2

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

AEROFLEX INCORPORATED
By:	/s/ John Adamovich, Jr.
	John Adamovich, Jr., Chief Financial Officer
	/s/ Carl Caruso
	Carl Caruso

3

EX-10.24

STOCK PURCHASE AGREEMENT

BETWEEN

AEROFLEX INCORPORATED

(“Seller”)

AND

STAR DYNAMICS HOLDINGS, LLC

AND

TAZ VENTURES, LLC

(“Buyers”)

DATED AS OF MAY 15, 2008

TABLE OF CONTENTS

		Page
ARTICLE I		Sale and Transfer of Shares; Closing	6
Section	1.1.	Shares	6
Section	1.2.	Purchase Price	6
Section	1.3.	Closing	6
ARTICLE II		Representations and Warranties of Seller	6
Section	2.1.	Organization; Power	6
Section	2.2.	Capitalization	7
Section	2.3.	Authority; No Violation	7
Section	2.4.	Ownership of Shares	7
Section	2.5.	Consents and Approvals	8
Section	2.6.	No Sales or Options	8
Section	2.7.	Financial Statements	8
Section	2.8.	Litigation	9
Section	2.9.	Absence of Changes or Events	9
Section	2.10.	Compliance with Laws: No Default	9
Section	2.11.	Real Property	9
Section	2.12.	Material Contracts	10
Section	2.13.	Licenses and Permits	10
Section	2.14.	Intellectual Property and Information Technology	11
Section	2.15.	Environmental Matters	11
Section	2.16.	Labor Relations; Employees	12
Section	2.17.	Employee Benefit Plans	13
Section	2.18.	Tax Matters	13
Section	2.19.	Subsidiaries	14
Section	2.20.	Brokers’ or Finders’ Fee	14
Section	2.21.	Inventory	14
Section	2.22.	Title to and Condition of Assets	14
Section	2.23.	Affiliate Transactions	14
Section	2.24.	Foreign Corrupt Practices Act	15
Section	2.25.	Warranties	15
Section	2.26.	Customers and Suppliers	15
Section	2.27.	Disclosure	15
Section	2.28.	Limitation of Representations and Warranties	16
ARTICLE III		Representations and Warranties of Buyer	16
Section	3.1.	Organization; Power	16
Section	3.2.	Authority; No Violation; Etc	16
Section	3.3.	Consents and Approvals	17
Section	3.4.	Litigation	17
Section	3.5.	Buyer's Sophistication	17

Section	3.6.	Due Diligence; Access to Information; Non-Reliance	17
Section	3.7.	Investment Intent	18
Section	3.8.	Legend	18
Section	3.9.	Brokers’ or Finders’ Fees	18
Section	3.10.	Radar Business Receivables	19
Section	3.11.	Disclosure	19
Section	3.12.	Limitation of Representations and Warranties	19
ARTICLE IV		Intentionally Omitted	19
ARTICLE V		Additional Covenants and Agreements	20
Section	5.1.	Confidentiality; Non-Disparagement	20
Section	5.2.	Public Announcements	21
Section	5.3..	Obligations with Respect to Employees	21
Section	5.4.	Certain Costs	22
Section	5.5.	Name Changes of Acquired Company	22
Section	5.6.	Honoring of Existing Purchase Orders	22
Section	5.7.	Further Assurances	23
Section	5.8.	Accounting and Other Assistance	23
Section	5.9.	Post-Closing Tax Matters	24
Section	5.10.	Seller Guarantees and Existing Letters of Credit	28
Section	5.11.	Contracts of the Non-Radar Buisnesses	28
Section	5.12.	Royalties; Other Consideration	29
Section	5.13.	Powell Guarantees; Liens	.29
Section	5.14.	Transition Services	29
Section	5.15.	Expenses	30
Section	5.16.	Good Faith Performance	30
ARTICLE VI		Non-Competition; Non-Solicitation	30
ARTICLE VII		Closing Deliveries	32
Section	7.1.	Deliveries to Buyer at the Closing	32
Section	7.2.	Deliveries to Seller at the Closing	33
ARTICLE VIII		Indemnification	33
Section	8.1.	Survival of Representations and Warranties	33
Section	8.2.	Survival of Covenants and Agreements	34
Section	8.3.	Indemnification by Seller	34
Section	8.4.	Indemnification by Buyer and the Acquired Company	34
Section	8.5.	Procedure; Notice of Claims	35
Section	8.6.	Procedure- Third Party Claims	36
Section	8.7.	Remedies	37
Section	8.8.	Certain Limitations	38
Section	8.9.	Knowledge	39
ARTICLE IX		Miscellaneous Provisions	39
Section	9.1.	Entire Agreement; Assignment; Amendments and Waivers	39

3

Section	9.2.	Validity	40
Section	9.3.	Notices	40
Section	9.4.	Governing Law, Forum Selection, Jurisdiction	41
Section	9.5.	Waiver of Jury Trial	42
Section	9.6.	Descriptive Headings	42
Section	9.7.	Parties in Interest	42
Section	9.8.	Specific Performance	42
Section	9.9.	Disclosure Generally	42
Section	9.10.	Counterparts	43
Section	9.11.	Attorney's Fees	43
Section	9.12.	Interpretation	43
Appendix A.		Certain Definitions	A-1

4

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”), dated as of May 15, 2008, is made by and between AEROFLEX INCORPORATED, a Delaware corporation (“Seller”), And STAR DYNAMICS HOLDINGS, LLC AND TAZ VENTURES, LLC, each a limited liability company under the laws of the State of Florida (hereinafter jointly and severally referred to herein as “Buyer”).

R E C I T A L S

A. Aeroflex Powell, Inc., an Ohio corporation (“Powell” or the “Acquired Company”), is engaged in the development, manufacture, sale and service of certain radar systems (the "Radar Business").

B. Powell was formerly engaged in certain other product lines and businesses including synthetic test systems and broadband systems (the “Non-Radar Businesses”).

C. Prior to the execution of this Agreement, pursuant to a certain Assignment and Assumption Agreement, Powell transferred to Aeroflex High Speed Test Solutions, Inc. (“Solutions”), substantially all of its assets and liabilities relating to, and those of its employees (the “Retained Employees”) involved with, the Non-Radar Businesses as well as all such other assets not dedicated to the Radar Business (the “Powell Non-Radar Business Transfer”), and to the Seller, by way of a dividend or otherwise in respect of the inter-company indebtedness owed by Powell to the Seller (i) all of the Licensed Technology as described in the License Agreement (the “Radar IP Transfer”) and (ii) all of the issued and outstanding common stock of Solutions.

D. Seller is the sole and legal beneficial owner of 500 shares of the capital stock of Powell (the “Shares”), which Shares constitute all of the authorized, issued and outstanding capital stock of Powell.

E.Seller desires to sell the Shares to Buyer and Buyer desires to purchase the Shares from Seller for the consideration and on the terms set forth in this Agreement.

F.Certain capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Appendix A attached to this Agreement.

A G R E E M E N TS

In consideration of the mutual representations, warranties, covenants, agreements and conditions contained herein and in order to set forth the terms and conditions of the sale of the Shares (the “Transaction”) and the manner of effecting the Transaction, the parties hereto agree as follows:

5

ARTICLE I

Sale and Transfer of Shares; Closing

Section 1.1.Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Seller.

Section 1.2.Purchase Price. The purchase price to be paid by Buyer for the Shares shall be $750,000 USD (the “Purchase Price”). The Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to an account designated in writing by Seller no less than two (2) days prior to the Closing.

Section 1.3.Closing. The consummation of the Transaction (the “Closing”) shall take place simultaneously with the execution of this Agreement in the offices of Moomjian, Waite, Wactlar & Coleman, LLP, 100 Jericho Quadrangle, Jericho, New York (the date on which the Closing takes place being referred to as the “Closing Date”). All actions scheduled in this Agreement for the Closing Date shall be deemed to occur simultaneously. For federal income tax purposes the Closing shall be deemed to be effective at 11:59 p.m. Eastern time on the Closing Date.

ARTICLE II

Representations and Warranties of Seller

Seller represents and warrants to Buyer as of the date hereof (except as otherwise expressly indicated) as follows:

Section 2.1.Organization; Power.

(a)The Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio.

(b)The Acquired Company has all requisite corporate power and authority to own or use or lease its properties and assets that it owns or uses or leases and to carry on its business as it is now being conducted. The Acquired Company has all requisite power and authority to enter into, execute and deliver this Agreement and to consummate the Transaction.

(c)The Acquired Company is duly qualified or licensed and in good standing in each jurisdiction where the nature of the activities conducted by it or the character of the property or assets owned, leased or operated by it makes such qualification or licensing necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.

6

Section 2.2Capitalization.

(a)The authorized capital stock of the Acquired Company is 500 shares of common stock, of which 500 shares are issued and outstanding, and comprise the Shares as defined in the Preamble. All of the Shares have been duly authorized and validly issued in accordance with Applicable Law, are fully paid and non-assessable, and have not been issued in violation of the certificate or articles of incorporation and bylaws of the Acquired Company or the preemptive rights of any Person.

(b)Neither Seller nor the Acquired Company is a party to any outstanding subscriptions, contracts to purchase capital stock or other securities, conversion privileges, options, warrants or rights of any kind, with respect to the purchase, sale or voting of any securities of the Acquired Company or of the Shares.

Section 2.3.Authority; No Violation.

(a)The execution and delivery of this Agreement and the Related Agreements and the consummation of the Transaction have been duly and validly authorized by all necessary corporate or other action on the part of Seller and the Acquired Company. This Agreement and the Related Agreements are valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or limiting creditors’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

(b)Neither the execution nor delivery of this Agreement, nor the consummation of the Transaction, nor compliance by Seller with any of the provisions of the Agreement, will:

(i)conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration under any provision of the articles of incorporation or bylaws of Seller, or any of the terms, conditions or provisions of any Material Contract (assuming receipt of any necessary consents);

(ii)violate any Order to which the Seller or the Acquired Company is subject; or

(iii)to Seller’s Knowledge, violate any Applicable Law to which the Seller or the Acquired Company is subject.

Section 2.4.Ownership of Shares.

Seller has good and marketable title to the Shares, free and clear of any Liens, except Permitted Liens, and has the right, power and authority to sell and transfer the Shares to Buyer in the manner provided herein. The Shares are not subject to any voting trust or voting agreement, nor is any proxy in effect with respect thereto. At Closing, Seller shall transfer to Buyer good and marketable title to the Shares free and clear of any Liens except Permitted Liens.

7

Section 2.5.Consents and Approvals.

Except as set forth in Schedule 2.5, the execution, delivery and performance of this Agreement by Seller, and the consummation of the Transaction, will not require any notice to, action of, filing with, or consent, authorization, order or approval from, any Governmental Authority, or any third party under any Material Contract.

Section 2.6.No Sales or Options.

Except for this Agreement, since the Latest Balance Sheet Date, the Acquired Company has not entered into any agreement for the sale of, or given any Person an option to purchase, all or any part of the assets of the Radar Business, other than sales of inventory items in the Ordinary Course of Business, sales of supplies in the Ordinary Course of Business, or the disposal of machinery or equipment in the Ordinary Course of Business.

Section 2.7.Financial Statements.

(a)Attached as Schedule 2.7 are unaudited historical Financial Statements relating to the Radar Business prior to the Radar IP Transfer. The Financial Statements (i) were prepared in a manner consistent with Past Practice, (ii) the balance sheets included therein, respectively, present fairly in all material respects the financial condition of the Radar Business, as at the dates referred to therein, and (iii) the income statements included therein, respectively, present fairly in all material respects the results of operations of the Radar Business, for the periods referred to therein.

(b)Other than to the extent (i) disclosed on Schedule 2.7(b), (ii) reflected or reserved against in the balance sheet as at February 29, 2008 (the “February 29, 2008 Balance Sheet”), or (iii) disclosed elsewhere in this Agreement or any other Schedule hereto, there are no material Liabilities or obligations of the Radar Business except Liabilities and obligations incurred in the Ordinary Course of the Radar Business subsequent to February 29, 2008 (the “Latest Balance Sheet Date”).

(c)The financial records of the Acquired Company with respect to the Radar Business are complete and accurate in all material respects and have been properly maintained in all material respects in accordance with Applicable Law.

(d) The books and stock records of the Acquired Company are complete and accurate in all material respects and have been maintained in accordance with sound business practices.

8

Section 2.8.Litigation.

There is neither any suit, claim, action or proceeding pending by or against the Acquired Company before any Governmental Authority, nor to the Knowledge of Seller, is any such suit, claim, action, proceeding or investigation threatened against Seller before any Governmental Authority, in each case, (i) that individually, or in the aggregate, would (A) prevent, hinder or delay the execution and performance of this Agreement or the consummation of the transactions contemplated hereby or (B) result in this Agreement being declared unlawful or cause the rescission of any of the transactions contemplated hereby or (ii) that individually, or in the aggregate, if determined adversely, would be reasonably likely to have a Material Adverse Effect on the Radar Business. There are no Orders outstanding against the Acquired Company that have had or would be reasonably likely to have a Material Adverse Effect on the Radar Business.

Section 2.9.Absence of Changes or Events.

Except for the consummation of the Powell Non-Radar Business Transfer and the Radar IP Transfer or as otherwise described elsewhere in this Agreement or any schedule thereto, since the Latest Balance Sheet Date, the Acquired Company and, particularly, the Radar Business, have been conducted in the Ordinary Course, there has not been any event, circumstance or condition that has occurred that has caused or is reasonably likely to cause a Material Adverse Effect to the Radar Business, and there otherwise has been no change in the condition of the Radar Business other than changes in the Ordinary Course, none of which singly, and no combination of which, in the aggregate, have caused a Material Adverse Effect on the Radar Business.

Section 2.10.Compliance with Laws: No Default.

The Acquired Company (i) is not in violation of any Order to which the Acquired Company is subject, and (ii) is not, and has not received written notice that the Acquired Company is, in violation of any Applicable Law to which the Acquired Company is subject.

Section 2.11.Real Property.

(a)Schedule 2.11(a) contains a list of all Leased Real Property of the Acquired Company which, except as set forth in Schedule 2.11(a), is used exclusively for or in connection with the Radar Business. A true copy of all leases (and all amendments thereto presently in effect) for the Leased Real Property have been delivered to Buyer.

(b) All of the leases for Leased Real Property are valid and binding and in full force and effect.

(c)The Acquired Company enjoys quiet possession under the leases for the Leased Real Property which are enforceable against the lessor, as applicable, in accordance with their terms. There is no default under any of the leases for the Leased Real Property on the part of the Acquired Company or, to Seller’s Knowledge, on the part of any other party thereto. To Seller’s Knowledge, no condition exists and no event has occurred which, with or without the passage of time or the giving of notice or both, would reasonably be expected to constitute such default.

9

(d)Schedule 2.11 (d) sets forth a description of the real property owned by the Acquired Company which is used exclusively for or in connection with the Radar Business (the “Owned Real Property”).

(e)A true copy of the deed for the Owned Real Property has been delivered to the Buyer. The Acquired Company is in actual possession of the Owned Real Property and has good, indefeasible and marketable title in fee simple to, and as of the Closing will own the Owned Real Property, free and clear of any Liens or exceptions other than (i) Permitted Liens, (ii) those listed on Schedule 2.11 (e), (iii) real property Taxes, if any, affecting the Owned Real Property only, not yet due and payable, and (iv) the state of facts shown on the latest survey as of the date of such survey, (v) Liens or exceptions which do not adversely impair materially the use or value of the Owned Real Property.

Section 2.12.Material Contracts.

Schedule 2.12 sets forth a list of all Material Contracts of the Acquired Company that relate to the Radar Business. Seller has made available to Buyer true and complete copies of all such Material Contracts. Except where the same would not have a Material Adverse Effect, each such Material Contract is in full force and effect on the date hereof, and is legal, valid, binding and enforceable against the Acquired Company in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy or other laws affecting creditors' rights, or by general equity principles. Except as set forth on Schedule 2.12, the Acquired Company has performed all obligations required to be performed by it to date under, and is not in default in respect of, any such Material Contract, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default, except where such a default would not have a Material Adverse Effect on the Radar Business. To the best of Seller's Knowledge, no other party to any such Material Contract is in default in respect thereto and no event has occurred which, with due notice or lapse of time or both would constitute such a default, except where such a default would not have a Material Adverse Effect. The Acquired Company has not received notice of the pending or threatened cancellation, revocation or termination of any of the Material Contracts, nor, to the Knowledge of the Seller, are there any facts or circumstances which are reasonably likely to result in any such cancellation, revocation or termination. Except as set forth in Schedule 2.12, the Acquired Company has not assigned, delegated or otherwise transferred any of its rights or obligations under or with respect to any Material Contract that relates to the Radar Business.

Section 2.13.Licenses and Permits.

Except as listed in Schedule 2.13, the Acquired Company owns, holds, possesses or lawfully uses all licenses, permits, certificates, approvals, resolutions, consents and other authorizations (“Permits”) which are necessary in order to conduct the Radar Business as it is currently being conducted, except where the failure to have such Permits will not have a Material Adverse Effect on the Radar Business.

10

Section 2.14.Intellectual Property and Information Technology.

(a) After the consummation of the Radar IP Transfer, all of the remaining Radar Intellectual Property will be owned by the Acquired Company, free and clear of any and all Liens, except for Permitted Liens. Except for the license by Seller of the Licensed Technology to the Acquired Company pursuant to the License Agreement, no licenses for the use of any of the Radar Intellectual Property will have been granted to any third parties other than those that may have been given in the Ordinary Course to end-users of the Acquired Company’s products. None of the Radar Intellectual Property is subject to any outstanding Order. The Radar Intellectual Property, together with the Licensed Technology is sufficient and appropriate for the conduct of Radar Business as currently conducted and as conducted prior to the Radar IP Transfer and the Powell Non-Radar Business Transfer. To the Knowledge of Seller, the Radar Intellectual Property currently used in or in connection with the Radar Business does not infringe on, or conflict with, the intellectual property rights of any Person. No claim is pending or, to the Knowledge of Seller, is threatened, to the effect that any such infringement, interference, or misappropriation has occurred. To the Knowledge of Seller, there is no infringement or unlawful or unauthorized use by any Persons of any of the Radar Intellectual Property material to the conduct of the Radar Business. All required filings, if any, have been made, and all registration, renewal and other fees payable in respect of the registered Radar Intellectual Property, if any, have been paid except where the failure to do so will not have a Material Adverse Effect on the Radar Business.

(b)All Information Technology currently used by or required to carry on the Radar Business is either owned by, or validly leased or licensed to, the Acquired Company or the Seller and its Affiliates.

Section 2.15.Environmental Matters.

Except as described in Schedule 2.15:

(a)The Owned Real Property and the Leased Real Property are and have been in material compliance with all Environmental Laws, while owned, leased or operated by the Acquired Company;

(b)The Radar Business has been operated in material compliance with all Environmental Laws;

(c)None of the assets and properties which have been or are now owned, leased or operated by the Acquired Company in connection with the Radar Business, have been used by the Acquired Company for the generation, storage, manufacture, use, transportation, disposal or treatment of Hazardous Materials, except in material compliance with Environmental Laws;

(d)To the Knowledge of Seller, there has not been a Hazardous Discharge on, in, under, from or to the Leased Real Property while the Acquired Company has been in possession thereof or on, in, under, from or to the Owned Real Property while owned by the Acquired Company; and

11

(e) There are no Environmental Actions currently pending, or, to the Knowledge of Seller, threatened, against the Acquired Company, nor, to the Knowledge of Seller, any factual basis therefor.

Section 2.16.Labor Relations; Employees.

(a)Except as described in Schedule 2.16(a):

(i)the Acquired Company is not party to any collective bargaining agreement with respect to its work force;

(ii)no employee strike, work stoppage or lock-out is pending or, to Seller’s Knowledge, threatened against the Acquired Company;

(iii)no unfair labor practice charge or complaint is pending against the Acquired Company, or to Seller’s Knowledge, threatened;

(iv)no collective bargaining agreement is being negotiated or is subject to negotiation or renegotiation by the Acquired Company with respect to those employees of the Acquired Company employed in the Radar Business (the “Radar Employees”);

(v)no action, suit or complaint, by or before any Governmental Authority has been brought against the Acquired Company by or on behalf of any employee of the Acquired Company and is pending or, to Seller’s Knowledge, threatened; and

(vi)the Acquired Company is in material compliance with Applicable Law with respect to the employment of individuals by, or the employment practices or work conditions of, the Acquired Company or their respective terms and conditions of employment, wages and hours.

(b) Except as set forth in Schedule 2.16(b): (i) each employee of the Acquired Company is employed on an at-will basis; and (ii) none of the Radar Employees of the Acquired Company has notified the Acquired Company that he or she plans to terminate his or her status as an employee of the Acquired Company (including upon or by reason of the consummation of the transactions contemplated hereby) and, to the Knowledge of the Seller, no such employee plans to do so.

(c)Seller has provided Buyer with a true, complete and correct list of (i) all of the Radar Employees of the Acquired Company as of two (2) business days prior to the Closing Date, (ii) the base compensation and any bonus compensation received by each such employee in the immediately preceding fiscal year of the Acquired Company, (iii) current base compensation (or hourly rates) of each such employee and any bonuses paid or scheduled to be paid to any such employee since the end of the immediately preceding fiscal year of the Acquired Company, (iv) the current titles and the number of years of continuous service of each such employee, and (v) the unused and accrued vacation and personal days entitlements, and, as of the Latest Balance Sheet Date, deferred compensation owed to such employee.

12

Section 2.17.Employee Benefit Plans.

(a) All Seller Employee Benefit Plans applicable to employees of the Acquired Company are listed in Schedule 2.17(a). Except as listed in Schedule 2.17(a), no Employee Benefit Plans are sponsored or maintained by the Acquired Company. All Employee Benefit Plans have been maintained and operated substantially in accordance with both their terms and the requirements of Applicable Law, including, without limitation, ERISA and the Code. All contributions required to be made to Employee Benefit Plans have been made. Seller, as and to the extent requested by Buyer, has made available to Buyer an accurate and complete description of each Employee Benefit Plan.

(b)Each Seller Employee Pension Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service. There are no actions, suits or other claims pending with respect to any Employee Benefit Plan listed on Schedule 2.17(a) as being sponsored by the Acquired Company, other than routine claims for benefits, qualified domestic relations orders (as defined in ERISA Section 206(d)) and qualified medical child support orders (as defined in ERISA Section 609).

Section 2.18.Tax Matters.

(a) Except as disclosed in Schedule 2.18(a):

(i)Seller and/or the Acquired Company have timely filed all federal income and other Tax Returns that it or they were required to file with respect to the Acquired Company. All such Tax Returns were correct and complete. All Taxes shown on such Tax Returns have been or will be paid, or are being contested in good faith. The Acquired Company is not currently the beneficiary of any extension of time within which to file any material Tax Return;

(ii)There is no dispute or claim concerning any Tax liability of the Acquired Company asserted by any Governmental Authority in writing; and

(iii)The Acquired Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(b)Schedule 2.18(b) lists all federal, state, local, and foreign Tax Returns filed with respect to the Acquired Company for Taxable Periods ended on or after December 31, 2006, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. Seller has made available to the Buyer correct and complete copies of all such federal, state, and local Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by the Acquired Company since December 31, 2006.

13

Section 2.19.Subsidiaries.

The Acquired Company currently has no Subsidiaries.

Section 2.20.Brokers’ or Finders’ Fee.

Except as set forth on Schedule 2.20, no agent, broker, investment banker or other person or firm acting on behalf of Seller, the Acquired Company, or any of their respective directors, officers or agents, or under the authority of any of them, is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller or the Acquired Company, in connection with the Transaction.

Section 2.21.Inventory.

All of the inventory of the Radar Business on hand as of the Closing generally is of a quantity and quality usable and saleable in the Ordinary Course of Business of the Radar Business, subject to the applicable reserve on the February 29, 2008 Balance Sheet. Since the Latest Balance Sheet Date, all additions to, and dispositions of, inventories were made consistent with Past Practice in the Ordinary Course of the Radar Business. The reserve reflected on the February 29, 2008 Balance Sheet for excess and obsolete inventory and for physical inventory losses of the Radar Business was established in a manner consistent with Past Practice.

Section 2.22.Title to and Condition of Assets.

The Acquired Company has good, valid and marketable title to all of the assets relating to the Radar Business owned by it, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 2.22, the Acquired Company owns or has the right to use all of the assets used to carry on the Radar Business as it is presently conducted and as it was conducted immediately prior to the Radar IP Transfer and the Powell Non-Radar Business Transfer. Schedule 2.22 lists or otherwise describes all of the material assets and properties owned, leased or licensed by the Acquired Company for or in connection with the Radar Business. As currently used by the Acquired Company in the Ordinary Course of the Radar Business, all of said assets are in a good state of maintenance, repair and operating condition, ordinary wear and tear excepted.

Section 2.23.Affiliate Transactions.

(a)With regard to the Radar Business, except for the License Agreement, the Acquired Company is not a party to, or bound by, any contract with any of its Affiliates, other than on arms-length terms which are no less favorable to the Acquired Company than those which could be obtained with a third party which is not an Affiliate of the Acquired Company and other than as set forth in this Agreement or any Schedule hereto. Copies of all such contracts with Affiliates, if any, have been provided to Buyer and are listed on Schedule 2.23(a).

(b)Except for trade payables and trade receivables, all inter-company accounts providing for payment of any amount between Seller or any of its Affiliates (other than the Acquired Company), on the one hand, and the Acquired Company, on the other hand, have been settled or assumed prior to Closing. Except for transition arrangements pursuant to the Transition Services Agreement, as of the Closing there will be no agreements between the Seller or any of its Affiliates (other than the Acquired Company), on the one hand, and the Acquired Company on the other hand.

14

Section 2.24.Foreign Corrupt Practices Act.

The Acquired Company has not received written notice, nor does Seller have Knowledge that, the Acquired Company has made any payments to the representatives of any foreign Governmental Authority for the purpose of keeping or obtaining business in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or other comparable Applicable Law.

Section 2.25.Warranties.

Except to the extent adequately covered by applicable reserves recorded on the February 29, 2008 Balance Sheet, if any, to the Knowledge of Seller, with regard to the Radar Business, other than in the Ordinary Course, there are no product or service defects or deficiencies or any incidents that have occurred prior to the Closing Date which are reasonably likely to result in any material Losses, claims, damages or Liabilities based upon the breach of any express or implied warranties given in connection with such products sold and services provided by the Radar Business. All known product or service defect or warranty claims and those of which Seller has knowledge are threatened, are set forth on Schedule 2.25.

Section 2.26. Customers and Suppliers

(a)Schedule 2.26(a) lists the five largest customers by dollar volume of the Acquired Company during the twelve (12) month period ended February 29, 2008, and all suppliers whose sales to the Acquired Company amounted to more than $100,000 during the twelve (12) month period ended February 29, 2008.

(b)Except as set forth on Schedule 2.26(b), there exists no actual or, to the Knowledge of the Seller, threatened, termination or cancellation of, or any materially adverse change in, the business relationship that any of the customers or suppliers identified in Section 2.26(a) has with the Acquired Company.

Section 2.27. Disclosure

The representations and warranties contained in this Article II (including the schedules thereto) do not contain any untrue statement of a material fact or omit to state any material fact necessary, in light of the circumstances in which they were made and taking into account the express limitations set forth in each such representation and warranty, including, but not limited to, materiality, Material Adverse Effect and Knowledge, to make such representation and warranty not misleading.

15

Section 2.28.Limitation of Representations and Warranties.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANY OR THE RADAR BUSINESS. BUYER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST SELLER AND ITS REPRESENTATIVES IN CONNECTION WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER.

ARTICLE III

Representations and Warranties of Buyer

Buyer represents and warrants to Seller as of the date hereof (except as otherwise expressly indicated) as follows:

Section 3.1.Organization; Power.

(a)Each of Gorlin, LLC and Becnel, LLC is limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. The members of each of Gorlin, LLC and Becnel, LLC, and their respective equity ownership interests, are set forth on Schedule 3.1(a).

(b)Buyer has all the requisite corporate power and authority to own, lease and operate its assets, to carry on its business as it is now being conducted and to enter into, execute and deliver this Agreement, to consummate the Transaction, and to comply with and fulfill the terms and conditions of this Agreement.

(c)The Buyer is duly qualified or licensed and in good standing in each jurisdiction where the nature of the activities conducted by it or the character of the property or assets owned, leased or operated by it makes such qualification or licensing necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.2.Authority; No Violation; Etc.

(a)The execution and delivery of this Agreement and the Related Agreements and the consummation of the Transaction have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforcement may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or limiting creditors’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

16

(b)Neither the execution and delivery of this Agreement, nor the consummation of the Transaction, nor compliance by Buyer with any of the provisions of the Agreement, will:

(i)conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration under any provision of the articles of incorporation or bylaws of Buyer, or any of the terms, conditions or provisions of any note, lien, bond, mortgage, indenture, license, lease, contract, commitment, agreement, understanding, arrangement, restriction or other instrument or obligation to which Buyer is a party or by which Buyer may be bound;

(ii)violate any Order to which the Buyer or its assets is subject; or

(iii)to Buyer’s Knowledge, violate any Applicable Law to which the Buyer or its assets is subject.

Section 3.3.Consents and Approvals.

Except as set forth on Schedule 3.3, the execution, delivery and performance of this Agreement by Buyer, and the consummation of the Transaction, will not require any notice to, action of, filing with or consent, authorization, order or approval from, any Governmental Authority or any other third Person.

Section 3.4.Litigation.

There is no suit, claim, action, proceeding or investigation pending or, to the Knowledge of Buyer, threatened before any Governmental Authority, in each case, (i) that questions the validity of this Agreement or any Related Agreements or any action to be taken by Buyer in connection with this Agreement or any Related Agreements, (ii) that, individually or in the aggregate, would (A) have a Material Adverse Effect on Buyer, (B) prevent, hinder or delay the execution and performance of this Agreement or the consummation of the transactions contemplated hereby or (C) result in this Agreement being declared unlawful or cause the rescission of any of the transactions contemplated hereby. There are no Orders against Buyer that have had or would have a Material Adverse Effect on Buyer.

Section 3.5. Buyer’s Sophistication.

In connection with its decision to purchase the Shares, Buyer, on behalf of itself and its Affiliates and related parties, acknowledges, understands and agrees that Buyer and its members are sophisticated parties with such knowledge and experience in business matters that they appreciate the merits and risks of purchasing the Shares and consummating the Transaction on the terms and conditions set forth herein.

17

Section 3.6. Due Diligence; Access to Information; Non-Reliance.

Buyer and its representatives have reviewed or otherwise had full access to, all of the books, records, documents, contracts, properties, assets, and financial and other information and personnel of or pertaining to the Acquired Company and the Radar Business to the extent that Buyer deemed necessary in order to evaluate the same and make a considered determination to purchase the Shares and consummate this Transaction on the terms and conditions set forth herein. In electing to enter into this Agreement and consummate the Transaction, Buyer is neither relying upon, nor has it been induced by, any representations, warranties, forecasts, projections, statements and/or promises or assurances of any kind not expressly set forth in this Agreement or in any of the Related Agreements, and with respect to those representations and warranties set forth in Article II hereof, Buyer is relying upon only those which the Buyer does not actually know to be untrue in any material respect as of the Closing Date.

Section 3.7.Investment Intent.

Buyer is acquiring the Shares for its own account, for investment purposes only and not with a view to, or for sale or resale in connection with, any public distribution thereof or with any present intention of selling, distributing or otherwise disposing of the Shares. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.

Section 3.8.Legend.

Buyer understands that the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. The Buyer acknowledges and agrees that the certificates evidencing the Shares shall bear a restrictive legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE TRANSFERRED, ASSIGNED OR SOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.”

Section 3.9.Brokers’ or Finders’ Fees.

No agent, broker, investment banker or other Person acting on behalf of Buyer or its directors, members, officers or agents, or under the authority of any of them, is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller in connection with the Transaction.

18

Section 3.10. Radar Business Receivables.

Buyer acknowledges that all of the receivables of the Radar Business except for those created on and after May 3, 2008 have been transferred to Solutions prior to the Closing Date pursuant to the Assignment and Assumption Agreement.

Section 3.11 Disclosure

The representations and warranties contained in this Article III (including the schedules thereto) do not contain any untrue statement of a material fact or omit to state any material fact necessary, in light of the circumstances in which they were made and taking into account the express limitations set forth in each such representation and warranty, including, but not limited to, materiality, Material Adverse Effect and knowledge, to make such representation and warranty not misleading.

Section 3.12.Limitation of Representations and Warranties.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, BUYER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. SELLER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUYER HAS NOT MADE, AND BUYER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND SELLER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND SELLER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST BUYER AND ITS REPRESENTATIVES IN CONNECTION WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO SELLER AND ITS REPRESENTATIVES BY OR ON BEHALF OF BUYER.

ARTICLE IV

(Intentionally Omitted)

19

ARTICLE V

Additional Covenants and Agreements

Section 5.1.Confidentiality; Non-Disparagement.

(a)   (i)The Seller acknowledges that it has had access to, and use of, Confidential Information of the Radar Business prior to the Closing. The Seller covenants that, without written authorization from the Acquired Company, it shall not at any time hereafter, directly or indirectly, use for its own purpose or for the benefit of any Person other than the Acquired Company, any of such Confidential Information, or disclose any of such Confidential Information to any Person, provided, however, Seller and its Affiliates (other than the Acquired Company) shall be entitled to use any of such Confidential Information that they are currently using or have used at any time in the past with respect to any product currently being made or made at any time during the twelve month period immediately prior to the Closing (including any future version of any such product) by the Seller or any of its Affiliates (other than the Acquired Company) or any service currently being provided or provided at any time during the twelve month period immediately prior to the Closing by the Seller or any of its Affiliates (other than the Acquired Company).

(ii) The Buyer acknowledges that certain of the Radar Employees have had access to, and use of, Confidential Information of the Seller and the Non-Radar Businesses prior to the Closing. The Buyer covenants that, without written authorization from the Seller or the Non-Radar Businesses, neither it nor the Acquired Company shall at any time hereafter, directly or indirectly, use for their own purpose or for the benefit of any Person other than the Seller and the Non-Radar Businesses, any of such Confidential Information, or disclose any of such Confidential Information to any Person, provided, however, the Acquired Company (and Buyer) shall be entitled to use any of such Confidential Information that the Radar Business is currently using or has used at any time in the past with respect to any product currently being made or made at any time during the twelve month period immediately prior to the Closing (including any future version of any such product) by the Radar Business or any service currently being provided or provided at any time during the twelve month period immediately prior to the Closing by the Radar Business.

(b)Nothing herein shall prevent any disclosure required by Applicable Law or any Order of a Governmental Authority, provided that the Party requested to make such disclosure (the “Disclosing Party”), prior to any such disclosure, shall give the other Party (the “Non-Disclosing Party”) prompt notice of any such requirement, shall cooperate with the Non-Disclosing Party in obtaining a protective order or other means of protecting the confidentiality of the Confidential Information at the Non-Disclosing Party’s cost, and shall disclose only that Confidential Information that is legally required to be disclosed.

(c)To the extent that the same may be appropriate, either Party shall be entitled to seek injunctive relief from any court of competent jurisdiction restraining any threatened or further violation of the covenant contained in this Section 5.1 in addition to any other rights or remedies at law, in equity or under this Agreement to which such Party may be entitled.

20

Section 5.2.Public Announcements.

The Parties shall consult with each other before issuing any press releases or public announcements on or after the Closing Date with respect to this Agreement, the Transactions contemplated hereby and/or the performance of the obligations required to be performed by either or both of them hereunder, and none of the Parties shall issue any other press release or make any public statement pertaining to this Agreement or the Transactions contemplated hereby prior to obtaining the other Party’s written approval, which approval shall not be unreasonably withheld or delayed.

Section 5.3.Obligations with Respect to Employees.

(a)General Obligation. Except as otherwise provided in Section 5.3(b) hereof, the Closing of this Agreement shall not be deemed to cause a termination of employment of the Radar Employees of the Acquired Company.

(b)Employee Pension Benefit Plans. Effective as of the Closing, the Acquired Company shall cease to be a participating employer under all Seller Employee Pension Benefit Plans, and all Radar Employees shall be deemed to have incurred a termination of employment for all purposes of such plans. As of the Closing Date, all Radar Employees shall cease to be active participants under all Seller Employee Pension Benefit Plans and continued employment with the Acquired Company shall not be credited for any purposes of such plans. The Radar Employees shall be entitled to a distribution of their vested benefits from such plans, only in accordance with the terms of such plans and Applicable Law, based upon their service with Seller, its ERISA Affiliates and the Acquired Company on or before the Closing Date.

(c )Employee Welfare Benefit Plans and other Plans. Effective as of the Closing Date, all Radar Employees shall cease to be participants in all Seller Employee Welfare Benefit Plans.

The Seller shall remain responsible for all claims covered under the Seller’s Health Plans that are incurred prior to the last day of the month in which the Closing Date occurs (the “Coverage Termination Date”) by or relating to covered Radar Employees and their covered spouses and covered dependents. The Acquired Company and Buyer shall assume, retain and otherwise be fully responsible for all claims by or relating to the Radar Employees and their spouses and dependents that (i) were incurred prior to the Coverage Termination Date, to the extent not covered by the Seller’s Health Plans and/or (ii) are incurred subsequent to the Coverage Termination Date.

(d)Other Obligations. Buyer and the Acquired Company shall assume, retain and otherwise be fully responsible for all liability of the Acquired Company and/or the Seller for and in respect of accrued but unpaid salaries, wages, vacation pay, deferred compensation, bonuses, commissions and sick pay of the Radar Employees.

(e)Enforceability. This Section 5.3 shall survive consummation of this Agreement and the Transaction, is intended to benefit Seller, Buyer and their respective Affiliates, and shall be binding on Seller, Buyer, the Acquired Company and their respective successors and assigns. No one shall be considered a third party beneficiary of this Section 5.3 (or any related provisions of this Agreement). Accordingly, no one other than the Parties to this Agreement shall have the right to enforce the provisions of this Section 5.3 (or any related provisions of this Agreement) or to maintain any other legal or equitable action of any kind with respect to such provisions.

21

Section 5.4.Certain Costs.

In connection with consummating the Transaction, Buyer shall pay, when due, and comply with all relevant formalities relating to, any conveyance, transfer, sales, use, stamp, registration, notarial, recording and other similar Taxes and fees, including any penalties and interest, arising out of or in connection with the transfer of the Shares and the assets of the Acquired Company to Buyer.

Section 5.5.Name Changes of Acquired Company.

(a)No later than five (5) business days after the Closing Date, Buyer shall amend the certificate of incorporation, bylaws and other organizational documents of the Acquired Company to exclude any reference to “Aeroflex,” alone or in combination with any other words or terms, or any variation of such words or terms. Contemporaneously with the amendment of the organizational documents as herein contemplated after the Closing Date, Buyer and Acquired Company shall cease doing business under or utilizing as a trademark, trade name, or service mark, any of the foregoing names.

(b)Subject in all respects to Section 5.11, in connection with the obligations on the part of the Buyer as set forth in subsection (a) above, Buyer and Acquired Company shall remove or cover, or shall have caused to be removed or covered, within a period of one (1) month after the Closing Date, the trademarks and/or trade names “Aeroflex” alone or in combination with any other words or terms, or any variation of other words or terms; or any other words or terms owned by, used by, or associated with Seller or its Subsidiaries and Affiliates, or any derivative of such name or term, from labels, containers, signs, panels, flags, brochures, manuals, literature, real property signage, vehicles and other material or matter (regardless of medium) transferred to Buyer or used in the business of the Acquired Company.

(c)For the avoidance of doubt, except as expressly provided in this Section 5.5 and as otherwise may be required by Section 5.11 regarding the performance of Non-Radar Business Agreements after the Closing, Buyer and the Acquired Company shall have no right to use any of Seller’s trademarks, trade names or service marks.

Section 5.6. Honoring of Existing Purchase Orders.

Following the Closing, Seller agrees to, and agrees to cause its Affiliates (other than the Acquired Company) to, honor the terms of all purchase orders between the Acquired Company, on the one hand, and the Seller and/or any of the Seller’s Affiliates (other than the Acquired Company), on the other hand, relating to the Radar Business and in existence immediately prior to Closing. Any invoices for products or services issued by the Acquired Company after Closing shall be exclusively for the account of Acquired Company and Seller shall have no rights thereto.

22

Section 5.7. Further Assurances.

(a)From and after the Closing, upon reasonable request of Seller or Buyer, the other Party shall, at its own expense, do such further acts as may be reasonably necessary or appropriate to carry out the transactions contemplated by this Agreement, including, without limitation, obtaining consents from any third party. Notwithstanding the foregoing, from and after the Closing, upon reasonable request of Buyer, Seller shall execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances, powers of attorney and other instruments and papers as may be reasonably required to sell, assign, transfer, convey and deliver to and vest in Buyer ownership of all the Shares consistent with the terms of this Agreement.

(b)Each Party recognizes that the other Party may need financial or other data with respect to the Shares or assets of the Acquired Company and the Acquired Company’s business covering several fiscal periods prior to or after the Closing Date in order to comply with the rules and regulations of Governmental Authorities. The Parties shall render reasonable cooperation to each other and their auditors to provide such information. The Party requesting assistance shall bear all reasonable out-of-pocket costs and expenses incurred by such assisting Party (excluding salaries and wages and related costs of benefits of its employees) and such assistance shall be subject to compliance by the requesting Party with the assisting Party’s usual requirements regarding security and confidential treatment of information. No Party shall be liable to any other Party for any such information or data given, or for the accuracy or completeness thereof, except concerning information covered by the representations and warranties contained in this Agreement.

Section 5.8. Accounting and Other Assistance.

(a)Following the Closing, Buyer shall assist Seller and its Subsidiaries and Affiliates, where such assistance is reasonably required, in the completion of the accounting of the Acquired Company for any period preceding the Closing and, in connection therewith, shall use its commercially reasonable efforts to assist Seller and its Subsidiaries in the completion of the financial statements for any such period prior to the Closing and any audits that may be conducted in connection therewith or relating thereto.

(b)From time to time, as may be reasonably required, in connection with claims or actions brought by or against third parties based upon events or circumstances of the Acquired Company’s business occurring prior to the Powell Non-Radar Business Transfer and/or the Closing Date, duly authorized representatives of Seller shall, upon reasonable prior notice to Buyer, have access to the Acquired Company during normal business hours at mutually agreed upon times, provided that the operations and business of such Acquired Company is not materially and adversely affected thereby. In addition to the rights of access provided in this Section 5.8, Buyer shall, at the request of Seller, provide reasonable information or documents (or reasonable assistance in collecting such information or documents) in Buyer’s possession necessary for the prosecution or defense of such claims or actions at mutually agreed upon times and will use reasonable efforts to make Buyer’s employees available as witnesses in connection with such claims or actions when reasonably requested by Seller. Seller shall reimburse Buyer for all reasonable out-of pocket costs and expenses incurred by Buyer (excluding salaries and wages and related costs of benefits of its employees) in providing such assistance.

23

Section 5.9. Post-Closing Tax Matters.

(a)Buyer agrees that it will not make any election under section 338 of the Code (whether under section 338(g) of the Code or under section 338(h)(10) of the Code), or any comparable election under state or local law, with respect to the acquisition of the Shares of the Acquired Company.

(b)The following provisions shall govern the allocation of responsibility as between Buyer and Seller for certain tax matters following the Closing Date:

(i)Taxable Periods Ending on or Before the Closing Date. Seller, with Buyer’s assistance, where reasonably required, to be provided by Buyer upon request, shall timely prepare or cause to be prepared in a manner consistent with Past Practice and file or cause to be filed all Tax Returns that are required to be filed for the Acquired Company for all Taxable Periods ending on or prior to the Closing Date that are filed after the Closing Date. Seller shall provide to Buyer copies (or, in the case where the Acquired Company was part of a group of companies filing a consolidated, unitary or combined return, pro forma copies) of all such Tax Returns and any amendments thereto before such Tax Returns are required to be filed. Seller shall pay, or cause to be paid, all such Taxes due in connection with such Tax Returns, whether shown on such Tax Returns or determined subsequently on audit. For the avoidance of doubt, it is understood that any tax effect resulting from the Powell Non-Radar Business Transfer shall be deemed to be incurred by Seller as part of its consolidated Taxex prior to the Closing Date.

(ii)Taxable Periods Beginning Before and Ending After the Closing Date.

(A) Buyer shall timely prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Acquired Company that are required to be filed for Taxable Periods which begin before the Closing Date and end after the Closing Date. Buyer shall provide to Seller copies of all such Returns and any amendments thereto at least thirty (30) calendar days before such Tax Returns are required to be filed. Seller shall notify Buyer of any proposed revisions to such Tax Returns within fifteen (15) calendar days after receipt of such Tax Returns from Buyer. Buyer and Seller agree to attempt to resolve in good faith any dispute concerning the reporting of any item on such Tax Return. In the event Buyer and Seller are unable to resolve such dispute, Buyer and Seller shall engage the Accounting Firm to resolve such dispute and agree that the decision of such firm shall be binding and conclusive on both Buyer and Seller. The Accounting Firm shall allocate its costs associated with such decision equally between the parties. Seller shall pay to Buyer within fifteen (15) calendar days after the later of (i) the date on which Taxes are paid with respect to such periods, or (ii) the date on which such Tax Return is filed, an amount equal to the portion of such Taxes that relates to the portion of such Taxable Period ending on the Closing Date to the extent such Taxes are not reflected in any reserve for Tax liability accrued on the February 29, 2008 Balance Sheet. In the event that the Taxes reflected in any such reserve for Tax liability shall exceed the portion of such Taxes that relates to the portion of such Taxable Period ending on the Closing Date, Buyer shall pay such excess to Seller within fifteen (15) days after the later of (I) the date on which Taxes are paid with respect to such period or (II) the date on which such Tax Return is filed. Neither the Buyer nor any of its Affiliates shall file any amended Tax Returns for any periods (or portion thereof) ending on or before the Closing Date for or in respect of the Acquired Company without the prior written consent of the Seller, which consent shall not be unreasonably withheld or unduly delayed.

24

(B)For purposes of this Section 5.9, in the case of any Taxes for a Taxable Period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Taxable Period ending on the Closing Date shall be determined as follows:

(I)In the case of any Tax based upon or related to income, receipts or payroll, the pre-Closing Date portion of such Tax shall be deemed equal to the amount that would be payable if the relevant Taxable Period ended on the Closing Date.

(II)Real and personal property Taxes with respect to any assets of the Acquired Company shall be prorated based on the ratio of the number of days in the pre-Closing Date period to the number of days in the actual taxable period with respect to which such Tax is due. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred. All other taxes (other than those specified in clause (I)) shall accrue in accordance with local generally accepted accounting principles.

(C) Any credits relating to a Taxable Period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable Period ended on the Closing Date.

(D)All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the Prior Practice of the Acquired Company.

(iii)Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or the Acquired Company, and any amounts credited against Tax to which Buyer or the Acquired Company becomes entitled, that relate to Taxable Periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit (net of any Taxes imposed with respect to the receipt or accrual of such refund and interest and reasonable expenses incurred in connection with obtaining the refund) within fifteen (15) days after receipt or entitlement thereto. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to the Buyer or the Acquired Company for Taxable Periods ending on the Closing Date, the Buyer shall pay such amount to Seller within fifteen (15) days after receipt or entitlement thereto. Any Tax refunds that are received by Seller and any amounts credited against Tax to which Seller becomes entitled that relate to the assets, income or activities of the Acquired Company for Taxable Periods beginning after the Closing Date shall be for the account of Buyer, and Seller shall pay over to Buyer any such refund or the amount of any such credit (net of any Taxes imposed with respect to the receipt or accrual of such refund and interest and reasonable expenses incurred in connection with obtaining the refund) within fifteen (15) days after receipt or entitlement thereto.

25

(iv)Audits and Adjustments.

(A)Seller will conduct and control all Tax audits of Tax Returns relating to the Acquired Company for all periods ending on or prior to the Closing Date. Seller shall be responsible for the payment of any deficiency resulting from such audit insofar and to the extent provided in this Section 5.9. Buyer shall reimburse Seller for any payments related to such deficiencies to the extent the expected liability for such deficiency was reflected in any reserve for Tax liability accrued on the February 29, 2008 Balance Sheet.

(B)If (I) any deduction from income taken by Seller or the Acquired Company for (or related to) periods ending on or prior to the Closing Date is ultimately disallowed or the income for tax purposes of Seller or the Acquired Company is otherwise increased on audit by the Internal Revenue Service and (II) Buyer or the Acquired Company may realize either increased deductions or a reduction in gross income for or in periods ending subsequent to the Closing Date as a direct or indirect result of such action by the Internal Revenue Service, then Buyer shall reimburse Seller for the amount of any Tax Benefit. Such sum shall be paid to Seller within thirty (30) days of the realization by Buyer or its Affiliates of any Tax Benefit. Such amount shall be treated as a purchase price adjustment for U.S. income tax purposes.

(v)Cooperation on Tax Matters.

(A)Buyer, the Acquired Company, and Seller shall provide each other with such assistance, materials and relevant information, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section (including the timely filing of Tax Returns prepared by the other Party) and any audit, litigation or other proceeding with respect to Taxes imposed on Buyer, Seller, any Subsidiary or any entity affiliated with any of the foregoing. Such cooperation shall include the retention and (upon the other Party's request and at the time and place mutually agreed upon by the parties) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, to the extent such information and/or explanation is readily available and within the control of the party to which such request is made. The responsibility to retain records and information shall include the responsibility to (I) retain such records and information as are required to be retained by any applicable Tax authority and (II) retain such records and information in machine-readable format where appropriate such that the requesting party shall be able to readily access such records and information. The Acquired Company, Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any Taxable Period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective Taxable Periods plus 120 days, and to abide by all record retention arrangements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Acquired Company, or Seller, as the case may be, shall allow the other Party to take possession of such books and records. The requesting Party shall reimburse the other Party for any reasonable out-of-pocket expenses, upon receipt of reasonable documentation of such expenses or costs. Any information or explanation obtained pursuant to this Section 5.9 shall be maintained in confidence, except (i) as may be legally required in connection with claims for refund or in conducting or defending any Tax audit or other proceeding or (ii) to the extent the disclosing Party provides written permission for such disclosure.

26

(B)Buyer and Seller further agree, upon request, to use their best efforts to obtain any consents, rulings, certificates or other documents from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, the transactions contemplated hereby).

(C)Buyer and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder.

(vi)Tax Credits. In the event Seller or the Acquired Company has received the benefit of any Tax credit with respect to any taxable period ending before, or including, the Closing Date, and such credit is recaptured as a result of any action or inaction by Buyer or the Acquired Company that is taken (or not taken) subsequent to the Closing Date, such recapture shall be the responsibility of Buyer. Accordingly, (I) if Seller had previously received the benefit of such recaptured credit, Buyer shall promptly pay to Seller (on a grossed-up basis to reflect any Taxes owed by Seller on such payment if appropriate) the amount of the recaptured credit and (II) if the Acquired Company had previously received the benefit of such recaptured credit, Seller shall have no obligation to indemnify Buyer or the Acquired Company with respect to any Loss related to such recaptured credit. Those Tax credits of which the Seller is aware are listed on Schedule 5.9(b)(vi).

(vii)Tax Sharing Agreements.On the Closing Date, all Tax sharing agreements and arrangements between (a) the Acquired Company on one hand, and (b) the Seller and any of its Affiliates (other than the Acquired Company), on the other hand, shall be terminated effective as of the Closing and have no further effect for any taxable year or period (whether past, present, or future year or period), and no additional payments shall be made thereunder after the Closing Date with respect to any period in respect of the redetermination of Tax liabilities or otherwise.

(viii)Buyer and Seller Covenants and Indemnity.Except as otherwise provided herein, Buyer agrees that it will pay when due, or shall cause the Acquired Company to pay when due, all Taxes that become due and payable after the Closing Date and to indemnify and hold Seller and its Affiliates harmless from and against any liability for any such Taxes, including any Losses associated therewith. In addition, Buyer agrees that neither Buyer nor the Acquired Company or any of Buyer’s Affiliates shall take any action, nor refrain from taking any action, to the extent that such action (or inaction) shall have the effect of causing Seller (or any entity that is controlled directly or indirectly by Seller) to become liable for the payment of any Taxes that it would not have been liable for in the absence of any such action or inaction. Except as otherwise provided herein, Seller agrees that it will pay when due all Taxes that become due and payable with respect to Taxable Periods ending on or prior to the Closing Date and to indemnify and hold Buyer and its Affiliates harmless from and against any liability for any such Taxes. Seller agrees that neither Seller nor any of Seller’s Affiliates (other than the Acquired Company) shall after the Closing Date take any action, nor refrain from taking any action (other than exercising any of Seller’s rights under this Agreement including, but not limited to, preparing any Tax Returns), to the extent that such action (or inaction) shall have the effect of causing Buyer (or any entity that is controlled directly or indirectly by Buyer) to become liable for the payment of any Taxes that it would not have been liable for in the absence of any such action or inaction.

27

(c)Except to the extent such treatment is inconsistent with other provisions of this Agreement, any payments made pursuant to the provisions of this Agreement shall be treated by both Buyer and Seller for income tax purposes as an adjustment to the Purchase Price.

Section 5.10.Seller Guarantees and Existing Letters of Credit.

(a)Buyer shall make all necessary arrangements to replace as of the Closing Date all of the letters of credit provided by, or issued on the basis of the credit or under the existing credit agreement of, Seller, that relate to the Radar Business and are (i) outstanding on the Closing Date and (ii) listed on Schedule 5.10(a) (the “Existing Letters of Credit”). Buyer also shall make all necessary arrangements to replace as of the Closing Date with its own guarantee (“Buyer Guarantee”) any outstanding guarantees (the “Seller Guarantees”) of the obligations of the Acquired Company relating to the Radar Business that were issued or made by Seller or any of its Affiliates (other than the Acquired Company) as listed on Schedule 5.10(a).

(b)In the event that after the Closing, Seller or any of its Affiliates is required to make any payment under any of the Existing Letters of Credit or the Seller Guarantees, then Buyer shall reimburse Seller within twenty (20) days after receipt of written demand by Seller for such amount.

(c) Buyer is aware that because of the change of ownership of the Acquired Company which will occur upon the consummation of this Transaction, a condition to obtaining the consent of the Landlord as required under the terms of the lease for the premises located at 383 Liberty Road, Powell, Ohio (the “Powell Lease”), is the Seller’s unconditional guarantee of the Acquired Company’s performance under the Powell Lease for the balance of the current lease term (the “Seller’s Powell Lease Guarantee”). As security for the fulfillment of its and the Buyer’s indemnification obligations pursuant to Section 8.4 (d) (iii) in the event that the Seller is required to make any payments under or in connection with the Seller’s Powell Lease Guarantee, the Buyer shall cause the Acquired Company, at the Closing, to execute in favor of the Seller, a first mortgage and security instrument (the “Powell Mortgage”) on that certain land owned by the Acquired Company and described more fully in Schedule 2.11(d).

Section 5.11. Contracts of the Non-Radar Businesses.

If, as of the Closing Date, any contract (each, a “Non-Radar Business Agreement”) that is intended to be transferred in connection with the Powell Non-Radar Business Transfer (i) is not capable of transfer and/or assignment, or (ii) requires the consent of a third party in order to effect such assignment, and such consent has not been obtained, then, to the extent that there are obligations on the part of the Non-Radar Businesses to perform obligations under such Non-Radar Business Agreements, Seller and Buyer shall cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which the Non-Radar Businesses would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations under such Non-Radar Business Agreements including subcontracting, sub-licensing or sub-leasing to the Non-Radar Businesses, or under which the Acquired Company would enforce for the benefit of the Non-Radar Businesses, with the Non-Radar Businesses assuming the Acquired Company’s obligations, any and all claims, rights and benefits of the Non-Radar Businesses against a third party thereto and the Non-Radar Businesses would timely perform all obligations required to be performed by the Acquired Company thereunder, in each case until the transfer thereof to the Non-Radar Businesses (or a novation) occurs. The Acquired Company will promptly pay to the Non-Radar Businesses all monies received by the Acquired Company under any such Non-Radar Business Agreement or any claim, right or benefit arising thereunder until the transfer of such Non-Radar Business Agreement to the Non-Radar Businesses is actually consummated. In this regard,

28

(i)the Buyer shall cause the Acquired Company to provide all reasonable facilities and assistance to enable the Non-Radar Businesses to discharge all of their obligations under the Non-Radar Business Agreements on terms set out in the Transitional Services Agreement, or, if not included therein, on comparable terms to other services provided by the Acquired Company to the Non-Radar Businesses thereunder; and

(ii) the Non-Radar Businesses and the Seller agree to provide services to the Acquired Company in relation to such Non-Radar Business Agreements on terms comparable to the terms on which other services, if any, are provided by the Non-Radar Businesses and Seller to the Acquired Company under the Transitional Services Agreement.

Section 5.12. License of Licensed Technology

At the Closing, the Seller and the Acquired Company shall enter into the License Agreement pursuant to which, on the terms set forth therein, the Acquired Company shall pay Royalties (as defined therein) to the Seller in consideration of the license of the Licensed Technology (as defined therein) to the Acquired Company by Seller.

Section 5.13. Powell Guarantees; Liens

Seller shall make all necessary arrangements to have terminated or removed as of the Closing Date, those Liens on the assets of the Radar Business, including the mortgage on the Owned Property, listed on Schedule 5.13. Seller also shall arrange to have all those Guarantees of the Acquired Company (the “Powell Guarantees”) not given in connection with the obligations of the Radar Business, released as of the Closing Date.

Section 5.14. Transition Services.

At the Closing, the Parties shall enter into a Transition Services Agreement pursuant to which the Parties shall provide or make available to each other for the periods therein provided, the services described at the rates or prices and on the terms and conditions set forth.

29

Section 5.15. Expenses.

Unless otherwise expressly provided herein, and subject to Section 5.4, each of the Parties hereto shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby and in connection with all obligations required to be performed by such Party under this Agreement.

Section 5.16. Good Faith Performance

Buyer covenants that it will use its commercially reasonable best efforts to cause and enable the Acquired Company to perform all of its material and financial obligations under the Material Contracts, including the Powell Lease.

ARTICLE VI

Non-Competition; Non-Solicitation

Section 6.1.(a) Commencing on the Closing Date and continuing until the termination of the License Agreement (as the same may be extended), the Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, manufacture, sell, provide or offer to sell any products or services which the Radar Business currently manufactures, sells or provides or is in the process of developing or has manufactured, sold or provided during the three (3) year period immediately preceding the Closing (any such activity, a “Competitive Business”); provided, however, that Seller or any of its Affiliates (including the Non-Radar Businesses) may continue to manufacture, sell, provide or offer to sell any products or services which the Seller or any of its Affiliates (other than the Acquired Company) currently manufactures, sells or provides or is in the process of developing or has manufactured, sold or provided at any time during the twelve month period immediately preceding the Closing, notwithstanding the fact that any such activity is included in the Competitive Business. Additionally, notwithstanding anything herein to the contrary, any of Seller and its Affiliates may acquire a business that is engaged in one or more Competitive Businesses (a “Seller Acquired Business”), provided that (i) the sales revenues of the Competitive Business portion of the Seller Acquired Business constitutes less than 25% of the aggregate sales revenues of the entire Seller Acquired Business for the twelve-month period immediately preceding such acquisition and (ii) Seller offers to Buyer a one-time option to purchase the Competitive Business portion of the Seller Acquired Business in connection with its acquisition of such Seller Acquired Business at the fair market value of such Competitive Business portion at the time of such acquisition, such option to expire thirty (30) days after the date of such offer. Such Seller Acquired Business shall be treated as an Affiliate of Seller for purposes of the provisions of this Subsection 6.1.

30

(b) Commencing on the Closing Date and continuing until the fifth anniversary of the Closing Date, the Buyer and the Acquired Company shall not, and shall cause each of their respective Affiliates not to, directly or indirectly, manufacture, sell, provide or offer to sell any products or services of the Non-Radar Businesses which the Non-Radar Businesses currently manufacture, sell or provide or are in the process of developing or have manufactured, sold or provided during the three (3) year period immediately preceding the Closing (any such activity, a “Competitive Business”), provided, however, that Acquired Company and the Buyer and any of their Affiliates may continue to manufacture, sell, provide or offer to sell any products or services which they currently manufacture, sell, or provide, or are in the process of developing or have manufactured, sold or provided at any time in the past notwithstanding the fact that any such activity is included in the Competitive Business. Additionally, notwithstanding anything herein to the contrary, Buyer or the Acquired Company may acquire a business that is engaged in one or more Competitive Businesses (a “Buyer Acquired Business”), provided that the Buyer and the Acquired Company do not use or make available, directly or indirectly, to such Buyer Acquired Business any of the Confidential Information of the Seller and/or the Non-Radar Businesses in derogation of the proscriptions in Section 5.1 (a) (ii). Such Buyer Acquired Business shall be treated as an Affiliate of Buyer for purposes of the provisions of this Subsection 6.1 (b).

Section 6.2.(a) During the period commencing on the Closing Date and ending on the second anniversary of the Closing Date, the Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, on its account or for any other Person, solicit for hire or interfere with the employment of any Person who is an employee of the Acquired Company on the Closing Date without the written consent of the then President of the Buyer; provided,however, nothing herein shall prohibit the Seller and its Affiliates from soliciting for hire any such employee who has not been employed by the Acquired Company for a period of at least one month or hiring any employee of the Acquired Company at anytime in response to an unsolicited inquiry or approach by such employee. The use of general employment advertisements or employment agencies or search firms that are not specifically directed to recruit employees of the Acquired Company shall not be deemed to be a solicitation by Seller and its Affiliates hereunder.

(b) During the period commencing on the Closing Date and ending on the second anniversary of the Closing Date, the Buyer and the Acquired Company shall not, and shall cause each of its Affiliates not to, directly or indirectly, on its account or for any other Person, solicit for hire or interfere with the employment of any Retained Employee without the written consent of the then President of the Seller; provided,however, nothing herein shall prohibit the Buyer or the Acquired Company and their respective Affiliates from soliciting for hire any Retained Employee who has not been employed by the Seller or a Non-Radar Business for a period of at least one month or hiring any Retained Employee at any time in response to an unsolicited inquiry or approach by such employee. The use of general employment advertisements or employment agencies or search firms that are not specifically directed to recruit Retained Employees shall not be deemed to be a solicitation by Buyer or the Acquired Company hereunder.

Section 6.3.Seller and Buyer each acknowledge that the violation of any of the covenants contained in Sections 6.1 and 6.2 could cause irreparable and continuing harm for which the aggrieved Party has no adequate remedy at law. Accordingly, as and to the extent the same may be appropriate, the Buyer or the Acquired Company, on the one hand, and the Seller or either of the Non-Radar Businesses on the other, as the case may be, shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction restraining any threatened or further violation of such covenants, such injunctive relief to be cumulative and in addition to any other rights or remedies to which the aggrieved party may be entitled. To the extent permitted by Applicable Law, each of the Parties waives posting by the aggrieved Party of any bond necessary to secure such injunction or other equitable relief.

31

Section 6.4.If any provision contained in this Article VI is for any reason held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of such section or article, but such section and article each will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision will not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction will construe and interpret or reform this Article VI to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as will be valid and enforceable under such Applicable Law.

ARTICLE VII

Closing Deliveries

Section 7.1.Deliveries to Buyer at the Closing.

At the Closing and simultaneously with the deliveries to Seller specified in Section 7.2, in addition to a fully executed counterpart of this Agreement, Seller shall execute and/or deliver, or cause to be executed and/or delivered, to Buyer or to such persons or entities as Buyer shall identify in writing, the following items:

(a)The Transition Services Agreement and the License Agreement executed by Seller.

(b)A certificate of valid existence and good standing of Seller and of the Acquired Company issued not earlier than twenty (20) days prior to the Closing Date.

(c)The resignation of all of the directors and officers of the Acquired Company in each such person’s capacity as such, but not as an employee of the Acquired Company.

(d)Delivery of the bylaws, minute books, stock record books, and all similar corporate or organizational records of the Acquired Company to the extent not relating to the Non-Radar Businesses.

(e)Certificates evidencing all of the Shares duly endorsed by and in proper form for transfer to Buyer or accompanied by duly executed stock powers, evidencing all of the Shares.

(f)Such approvals by Governmental Authorities or other consents as may be required hereunder.

(g)Such other and further instruments, documents and other considerations as Buyer may reasonably deem necessary or desirable, or as may be required, to consummate the Transaction.

32

Section 7.2.Deliveries to Seller at the Closing.

At the Closing, and simultaneously with the deliveries to Buyer specified in Section 7.1, in addition to a fully executed counterpart of this Agreement, Buyer shall execute and/or deliver, or cause to be executed and/or delivered, to Seller or to such persons or entities as Seller shall identify in writing, the following items:

(a)The Purchase Price.

(b)The Transition Services Agreement and the License Agreement executed by Buyer.

(c)A certificate of valid existence and good standing of Buyer issued not earlier than twenty (20) days prior to the Closing Date.

(d)A receipt, executed by Buyer, acknowledging that it received the certificates evidencing all of the Shares.

(e)true copies of any Buyer Guarantees and the irrevocable Letters of Credit (effective as the date and upon the condition of Closing), that Buyer has obtained and delivered to the customers or their respective designees, under, and as required by, the Material Contracts, to substitute, wherever necessary, for the Existing Letters of Credit and the Seller Guarantees, respectively;

(f) the Powell Mortgage executed by the Acquired Company;

(g)Such other and further instruments, documents and other considerations as Seller may reasonably deem necessary or desirable, or as may be required, to consummate the Transaction.

ARTICLE VIII

Indemnification

Section 8.1. Survival of Representations and Warranties.

Except as expressly provided in this Agreement, all representations and warranties made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall not terminate, but shall survive the Closing and continue in effect until twenty four (24) months following the Closing Date; provided, however, that representations and warranties under Section 2.18 (Tax Matters), and 2.15 (Environmental Compliance) shall remain in effect until three (3) years following the Closing Date and Section 2.4 (Ownership of Shares) shall survive for so long as permitted by Applicable Law, and further provided, that any such representation or warranty as to which a claim shall have been asserted during such survival period shall continue in effect until such time as such claim shall have been resolved or settled.

33

Section 8.2. Survival of Covenants and Agreements.

Except as expressly provided in this Agreement, all covenants and agreements made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall not terminate but shall survive the Closing.

Section 8.3. Indemnification by Seller.

Seller shall indemnify and hold harmless Buyer and its Affiliates and their respective officers, directors, successors and assigns (the “Buyer Indemnified Parties”) from and against any claims, Liabilities, losses, damages, actions, suits, proceedings, claims, demands, judgments, costs and expenses, including reasonable attorney’s fees (any one such item being herein called a “Loss”) and all such items being herein collectively called “Losses”) which are caused by or arise out of:

(a)any breach or default in the performance by Seller of any covenant or agreement of Seller contained herein or in any certificate delivered pursuant hereto at the Closing;

(b)any breach of any warranty or representation made by Seller contained in Article II of this Agreement or in any certificate delivered pursuant hereto at the Closing;

(c)any severance or other claims made against the Acquired Company by the Retained Employees after or as a result of the Powell Non-Radar Business Transfers;

(d)any claims made against the Acquired Company which exclusively arise from, or relate to, the pre closing or post closing operation of the Non-Radar Businesses;

(e) any Tax liabilities that are the responsibility of Seller as contemplated by Section 5.9(b)(viii);

(f) any breach of any representation or warranty made by Seller, as Licensor, in Article 6 of the License Agreement;

(g) the Powell Guarantees or any of the Liens listed on Schedule 5.13; and

(h) the enforcement of this Section 8.3.

Section 8.4. Indemnification by Buyer and the Acquired Company.

Buyer and the Acquired Company (after the consummation of the Transaction), jointly and severally, agree to indemnify and hold harmless Seller and its Affiliates and their respective officers, directors, successors and assigns (“Seller Indemnified Parties”) from and against any Losses which are caused by or arise out of:

(a)any breach or default in the performance by Buyer of any covenant or agreement contained herein or in any certificate delivered pursuant hereto or thereto or at the Closing;

34

(b)any breach of warranty or representation made by Buyer contained in Article III or in any certificate delivered pursuant hereto at the Closing;

(c)the conduct of business of the Acquired Company from and after the Closing Date;

(d)(i) the Existing Letters of Credit; (ii) the Seller’s Guarantees; and/or (iii) the Seller’s Powell Lease Guaranty;

(e) any Tax Liabilities that are the responsibility of the Buyer as contemplated by Section 5.9(b)(viii);

(f)any severance or other claims against the Seller or any of the Non-Radar Businesses by any employee of the Acquired Company other than the Retained Employees after or as a result of the Powell Non-Radar Business Transfers or the consummation of this Transaction, including, but not limited to, all Liabilities assumed specifically by the Buyer and the Acquired Company pursuant to Sections 5.3(c) and 5.3(d).

(g) the Practice (as defined in the License Agreement) by Licensee or its sublicensees of any Licensed Technology, including, without limitation, advertising injury, personal injury, and product liability, except to the extent such Losses result from any acts of Seller, as Licensor, for which Buyer, as Licensee, is entitled to indemnification under Section 8.3(f);

(h)the failure of the Licensee to pay to Seller (as Licensor), when due, Royalties under the License Agreement; and

(i) the enforcement of this Section 8.4.

Section 8.5. Procedure; Notice of Claims.

(a)Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1 above, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure.

(b)The Indemnifying Party shall have twenty (20) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds (the “Dispute Settlement”) or (ii) to provide such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). Within a thirty (30) day period after the giving of the Dispute Notice or if no such notice is given, the expiration of the twenty (20) day period set forth above without a Dispute Settlement, a representative of each Indemnifying Party and such Indemnified Party shall negotiate in a bona fide attempt to resolve the matter without judicial intervention (the “Negotiation Period”). If, upon the expiration of the Negotiation Period, all of the Indemnified Party’s claims in the Claim Notice are not resolved, the Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to this Article VIII.

35

Section 8.6. Procedure - Third Party Claims.

(a)Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third Person (“Third Party Claim”), such Indemnified Party will, if a claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such claim (together with copies of any legal papers served) but the failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such notice.

(b)If any proceeding referred to in Section 8.6(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such proceeding, the Indemnifying Party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnified Party upon the advice of counsel reasonably determines in good faith that a conflict or potential conflict exists such that joint representation would be inappropriate under applicable standards of professional conduct, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such proceeding, the Indemnifying Party will not, so long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VIII for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense of such proceeding. If the Indemnifying Party assumes the defense of a Third Party Claim and subsequently determines that the Third Party Claim is not subject to indemnification by the Indemnifying Party hereunder, the Indemnifying Party shall give prompt notice of such fact to the Indemnified Party, after which the Indemnified Party shall have the right to reassume control of the defense of such claim; provided, that the failure by the Indemnifying Party to promptly notify the Indemnified Party of any such determination shall not result in any liability to the Indemnifying Party except to the extent that the Indemnified Party demonstrates that the defense of such action has been prejudiced by the Indemnifying Party’s failure to give such notice. If the Indemnifying Party assumes the defense of a Third Party Claim and subsequently determines that such claim is not subject to indemnification by the Indemnifying Party hereunder, the Indemnifying Party shall have the right, following its delivery of the notice contemplated by the immediately preceding sentence, to withdraw from such defense, and such withdrawal shall not result in any liability to the Indemnifying Party except to the extent that the Indemnified Party demonstrates that the defense of such action has been prejudiced by the timing of the Indemnifying Party’s withdrawal. If the Indemnifying Party assumes the defense of a proceeding, (x) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (which consent will not be unreasonably withheld, delayed or conditioned) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (y) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent as may be required pursuant to clause (x) above. If notice is given to an Indemnifying Party of the commencement of any proceeding and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such proceeding, the Indemnifying Party will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Party to which the Indemnifying Party consents, which consent may not be unreasonably withheld, delayed or conditioned.

36

(c) Notwithstanding the foregoing, if the exclusive remedy sought under a Third Party Claim is for injunctive relief for which an Indemnified Party may be liable, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such proceeding, but the Indemnifying Party, although still liable for the payment of all reasonable legal fees, costs and expenses incurred in connection therewith, will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent which may not be unreasonably withheld, delayed or conditioned. In addition, if a Third Party Claim seeks both injunctive or other non-monetary relief and monetary damages, the Indemnified Party may, by notice to the Indemnifying Party, participate in the defense of such proceeding at its own cost.

(d)Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties whenever the Indemnifying Party is required hereunder to pay the fees and expenses of counsel for the Indemnified Parties.

Section 8.7. Remedies.

Except as otherwise specifically provided in this Agreement, the sole and exclusive remedy of the Parties hereunder shall be restricted to the indemnification rights set forth in this Article VIII; provided, however, that no Party hereto shall be deemed to have waived any rights, claims, causes of action or remedies if and to the extent such rights, claims, causes of action or remedies may not be waived under Applicable Law or actual fraud is proven on the part of a party by another party hereto.

37

Section 8.8. Certain Limitations.

(a)Notwithstanding any other provision in this Agreement to the contrary, the Parties to this Agreement shall only be liable to indemnify each other for compensatory damages, and, accordingly, in the absence of actual fraud, neither party shall be entitled to recover from the other special, indirect, punitive or consequential damages pursuant to this Article VIII unless and then only to the extent that the same are components of a Third Party Claim for which an Indemnified Party is seeking indemnification hereunder.

(b)the aggregate liability for indemnification under Sections 8.3(b) and 8.3(f) on the part of the Seller and Section 8.4(b) on the part of the Buyer shall not exceed an amount equal to $2,500,000 (“Liability Cap”); provided, however, the Liability Cap shall not apply to the following: (i) any Losses of any Indemnified Party resulting from actual fraud; and (ii) any claim by the Buyer pursuant to Section 8.3(f), but only by way of offset against Royalties that are due and owing to the Seller in excess of the Liability Cap.

(c)no individual claim for indemnification under Sections 8.3(b) and 8.3(f) or Section 8.4(b) shall be valid and assertable unless it is for an amount in excess of $10,000; provided that to the extent that individual claims are related to one another they may be aggregated for the purposes of meeting such $10,000 threshold;

(d)no claim for indemnification under Sections 8.3(b) and 8.3(f) or Section 8.4(b) shall be valid and assertable unless such claim, when aggregated with all other claims asserted against the Indemnifying Party on the same date, is for an amount in excess of $100,000 in the aggregate (the “Threshold”), it being understood, that once the Threshold is exceeded and subject to Section 8.8(e) or 8.8(f) as the case may be, the Indemnifying Party shall be liable to indemnify the Indemnified Party for the full amount of such Losses including the Threshold;

(e)Seller shall be liable under Sections 8.3(b) and 8.3(f) for only that portion of the Losses under such sections which, in the aggregate, exceed $125,000 (the “Seller Basket Amount”) (it being understood that Seller shall not be liable, in any event, for that portion of the aggregate Losses which is equal to the Seller Basket Amount under such sections considered together);

(f)Buyer and the Acquired Company shall be liable under Section 8.4(b) for only that portion of the Losses under such section which, in the aggregate, exceed $125,000 (the “Buyer Basket Amount”) (it being understood that Buyer and the Acquired Company shall not be liable, in any event, for that portion of the aggregate Losses which is equal to the Buyer Basket Amount under such section);

38

(g)The amount of any Losses recoverable by way of indemnification pursuant to Article VIII shall be calculated (a) net of any reserves or accruals for such Losses and (b) net of any insurance proceeds actually received by the Indemnified Party from a third party insurer with respect thereto or any indemnification or contribution from any third Person. To the extent of any indemnification payment made by an Indemnifying Party hereunder, the Indemnifying Party shall succeed to all corresponding claims that the Indemnified Party may have and otherwise shall be subrogated to the rights of the Indemnified Party against its insurers and any other person or security in respect of such claims, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in seeking recovery under such claims. The Indemnifying Party shall be entitled to receive (or retain) any and all recoveries resulting from the exercise of any rights to which it has been subrogated (the “Subrogated Rights”), other than any amounts in excess of the sum of the following: (i) the corresponding Losses actually paid by the Indemnifying Party to the Indemnified Party, (ii) the fees and expenses actually paid by the Indemnifying Party to any third parties in connection with the investigation or defense of the matters giving rise to such corresponding Losses and (iii) the fees and expenses actually paid by the Indemnifying Party to any third parties in connection with the investigation or prosecution of the Subrogated Rights.

(h)It is agreed that regardless of whether more than one representation is breached no party shall be entitled to make a claim for indemnification more than once on account of the same facts and circumstances.

Section 8.9. Knowledge.

It shall constitute a defense, and any Indemnified Party hereto shall be deemed to have waived or released, and otherwise shall be estopped from asserting, any claim for indemnification based upon an alleged breach of a representation, warranty, covenant, agreement or condition, if it can be shown that prior to Closing the Indemnified Party had Knowledge of such breach, default or condition or the facts on which such breach or default is predicated.

ARTICLE IX

Miscellaneous Provisions

Section  9.1. Entire Agreement; Assignment; Amendments and Waivers.

(a)This Agreement (including the Schedules hereto) and the Related Agreements constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings both written and oral between the Parties with respect to the subject matter hereof and thereof. No representation, warranty, promise, inducement or statement of intention has been made by any party that is not embodied in this Agreement or such other documents, and none of the Parties shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein.

(b) This Agreement may not be assigned by operation of law or otherwise without the written consent of the other Parties hereto; provided, however, Seller may assign its rights to receive Royalties hereunder to any of its Affiliates without the consent of the Buyer.

39

(c)This Agreement may not be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may not be waived, except by a written instrument executed by all of the Parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any Party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.

Section 9.2. Validity.

If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable.

Section 9.3. Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by national overnight courier, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to each other party as follows:

If to Seller: Aeroflex Incorporated

35 South Service Road

Plainview, New York 11803

Telecopier: (516) 694-4823

Attention: Leonard Borow, President and

Chief Executive Officer

with a copy to: Moomjian, Waite, Wactlar & Coleman, LLP

100 Jericho Quadrangle, Suite 225

Jericho, York, NY 11753

Telecopier: (516) 937-5050

Attention: Edward S. Wactlar, Esq.

If to Buyer to: Star Dynamics Holdings, LLC and

TAZ Ventures, LLC

c/o Steve Gorlin

1234 Airport Road

Suite 105

Destin, Florida 32541

Telecopier:

40

with a copy to: Womble, Carlyle, Sandridge & Ross One Atlantic Center 1201 Peachtree Street Atlanta, Georgia 30309

Telecopier: (404) 870-8478

Attention: G. Donald Johnson, Esq.

If to the Acquired Company Star Dynamics Corporation

383 Liberty Road

Powell, Ohio

Attention:

with a copy to: Womble, Carlyle, Sandridge & Ross One Atlantic Center 1201 Peachtree Street Atlanta, Georgia 30309 Telecopier: (404) 870-8478 Attention: G. Donald Johnson, Esq.

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 9.4. Governing Law; Forum Selection; Jurisdiction.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard or giving effect to that State’s principles of conflict of laws.

(b)Each Party agrees that any action, proceeding or claim it commences against the other party pursuant to this Agreement must be brought in the United States District Court for the District of Delaware, or if there is no basis for jurisdiction in such court, then in any of the state courts of Delaware. Each party irrevocably and unconditionally commits to the in personam jurisdiction of such courts and waives, to the fullest extent permitted by law, any objections which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such courts, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought in such court, that such court does not have jurisdiction over the person of such party. In any suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, addressed to such party at its address set forth in Section 9.3 hereof. Each Party agrees that a final non-appealable judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding.

41

Section 9.5. WAIVER OF JURY TRIAL.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY ISSUE OR ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY RELATED AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 9.6. Descriptive Headings.

The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 9.7. Parties in Interest.

This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and its successors and permitted assigns and nothing in this Agreement express or implied is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.8. Specific Performance.

The Parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the transactions contemplated hereby, will cause irreparable injury to the other Parties, for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder without the necessity of posting a bond.

Section 9.9. Disclosure Generally.

If and to the extent any information required to be furnished in any Schedule is contained in this Agreement or disclosed in any other Schedule, such information shall be deemed to be included in any other Schedule only to the extent that such disclosure is specifically identified by reference in such other Schedule.

42

Section 9.10. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 9.11. Attorney’s Fees.

If any Party hereto initiates any legal action arising out of, or in connection with, this Agreement, the prevailing Party shall be entitled to recover from the other Party all reasonable attorneys’ fees, expert witness fees and expenses incurred by the prevailing Party in connection therewith.

Section 9.12.Interpretation.

Buyer and Seller have each had this Agreement reviewed by experienced and qualified counsel and the opportunity to negotiate fully all of the provisions of this Agreement. This Agreement shall be construed and interpreted without regard to any maxim or principle of law which provides that any ambiguity in any provision in this Agreement should be construed against the Party whose counsel drafted the particular provision or any other part of the Agreement.

[signatures on following page]

43

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

AEROFLEX INCORPORATED
By:	/s/ John Adamovich, Jr.
	Name: John Adamovich, Jr. Title: Senior Vice President

STAR DYNAMICS HOLDINGS, LLC
By:	/s/ Thomas R. Becnel
	Name: Thomas R. Becnel Title: Manager

TAZ VENTURES, LLC.
By:	/s/ Steve Gorlin
	Name: Steve Gorlin Title: Manager

Accepted and Agreed to in all

Respects as of the date hereof with

regard to Article VIII as

applicable to the Acquired Company

AEROFLEX POWELL, INC. (STAR DYNAMICS CORPORATION)

By:	R. Jerry Jost
	Name:R. Jerry Jost Title: President and CEO

APPENDIX A

Certain Definitions.

“Accounting Firm” shall mean the accounting firm mutually agreed upon by the Buyer and the Seller.

“Acquired Company” shall have the meaning defined in Recital A of the Agreement.

“Affiliate” shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power to vote 10% or more of the equity interests having ordinary voting power for the election of directors, managers or other similar positions of such Person, as applicable.

“Agreement” shall have the meaning defined in the Preamble of the Agreement.

“Applicable Law” means, with respect to any Person, any domestic or foreign, federal, state or local statute, law, ordinance, policy, guidance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates).

“Assignment and Assumption Agreement” shall have the meaning defined in Recital C.

“Business Days” means any day that is not a Saturday, Sunday or a day on which the banks in New York, New York are required or permitted by law to be closed.

“Buyer” shall have the meaning defined in the Preamble of the Agreement.

“Buyer Acquired Business” shall have the meaning defined in Section 6.1(b) of the Agreement.

“Buyer Basket Amount” shall have the meaning defined in Section 8.8(f) of the Agreement.

“Buyer Guarantee” shall have the meaning defined in Section 5.10(a) of the Agreement.

“Buyer Indemnified Parties” shall have the meaning defined in Section 8.3 of the Agreement.

“Claim Notice” shall have the meaning defined in Section 8.5(a) of the Agreement.

“Closing” shall have the meaning defined in Section 1.3 of the Agreement.

“Closing Date” shall have the meaning defined in Section 1.3 of the Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Competitive Business” shall have the meaning defined in Section 6.1(b) of the Agreement.

“Confidential Information”: (a) with regard to the Radar Business, means, as and to the extent existing on the Closing Date (or with regard to the Radar Technology, as of the date of the Radar IP Transfer) and used in or in connection with the Radar Business of the Acquired Company as then conducted, all financial, technical and strategic information owned or licensed by the Acquired Company and pertaining to the Radar Business of the Acquired Company and the products of the Radar Business which the Acquired Company treats as proprietary and confidential, including, without limitation, all computer software and database information, personnel information, financial information, customer lists, supplier lists, trade secrets, proprietary information, forms, information regarding operations, systems, services, know how, computer and any other processed or collated data, computer programs, pricing, marketing and advertising data, methods, systems, services, designs, marketing ideas, products or processes (whether or not capable of being trademarked, copyrighted or patented); provided, however, that Confidential Information shall not include: (i) any information that is or becomes publicly available other than as a result of a breach by Seller or any of its Affiliates of this Agreement; (ii) any information that is independently developed by the Seller or is obtained from any source other than the Acquired Company, provided that such source has not, to the Knowledge of the Seller, entered into a confidentiality agreement with the Acquired Company with respect to such information and obtained the information from a Person who is a party to a confidentiality agreement with the Acquired Company that prevents disclosure of such information; and (iii) any information that is disclosed by the Acquired Company to a third party without restriction. Information shall be deemed “publicly available” if it is or becomes a matter of public knowledge or is contained in materials available to the public.

(b) with regard to the Seller and the Non-Radar Businesses, means as and to the extent existing on the date of the Powell Non-Radar Business Transfers, and used in or in connection with the business of the Non-Radar Businesses as then conducted, all financial, technical and strategic information owned by the Seller and pertaining to the Non-Radar Businesses and the products of the Non-Radar Businesses which the Seller (or the Non-Radar Businesses) treat as proprietary and confidential, including, without limitation, all computer software and database information, personnel information, financial information, customer lists, supplier lists, trade secrets, proprietary information, forms, information regarding operations, systems, services, know how, computer and any other processed or collated data, computer programs, pricing, marketing and advertising data, methods, systems, services, designs, marketing ideas, products or processes (whether or not capable of being trademarked, copyrighted or patented); provided, however, that Confidential Information shall not include: (i) any information that is or becomes publicly available other than as a result of a breach by Buyer or the Acquired Company or any of their Affiliates of this Agreement; (ii) any information that is independently developed by the Buyer or the Acquired Company (after the Closing) or is obtained from any source other than the Non-Radar Businesses or the Seller, provided that such source has not, to the Knowledge of the Buyer, entered into a confidentiality agreement with the Seller or the Non-Radar Businesses with respect to such information and obtained the information from a Person who is a party to a confidentiality agreement with the Seller or Non-Radar Businesses that prevents disclosure of such information; and (iii) any information that is disclosed by the Seller or the Non-Radar Businesses to a third party without restriction. Information shall be deemed “publicly available” if it is or becomes a matter of public knowledge or is contained in materials available to the public.

“Coverage Termination Date” shall have the meaning defined in Section 5.3(c).

“Disclosing Party” shall have the meaning defined in Section 5.1(b) of the Agreement.

“Dispute Notice” shall have the meaning defined in Section 8.5(b) of the Agreement.

“Dispute Settlement” shall have the meaning defined in Section 8.5(b) of the Agreement.

“Employee Benefit Plan” includes a plan which is either an Employee Pension Benefit Plan or an Employee Welfare Benefit Plan.

“Employee Pension Benefit Plan” means a plan described in Section 3(2) of ERISA and subject to the requirements of Title I of ERISA.

“Employee Welfare Benefit Plan” includes a plan described in Section 3(1) of ERISA and subject to the requirements of Title I of ERISA and any associated “cafeteria plan” that is designed to meet the requirements of Section 125 of the Code.

"Environmental Actions" refers to any compliant, summons, citation, notice, directive, order, claim, litigation, investigation, proceeding, judgment, letter or other communication from any federal, state, local or municipal agency, department, bureau, office or other authority or any third party involving a Hazardous Discharge or any violation of any order, permit or Environmental Laws.

“Environmental Laws” shall mean all applicable international, federal, state and local statutes, laws, regulations, ordinances, orders, common law, and similar provisions having the force or effect of law, concerning public health, or pollution or protection of the environment, including but not limited to, the Clean Air Act, 42 U.S.C. ‘7401 et. seq., the Clean Water Act 33 U.S.C. ‘1251 et seq., the Resource Conservation Recovery Act (“RCRA”), 42 U.S.C. ‘6901 et seq., the Toxic Substances Control Act, 15 U.S.C ‘2601 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. ‘9601 et seq. or which govern; (i) the existence, cleanup removal and/or remedy of contamination or threat of contamination on or about the Leased Real Property; (ii) the emission or discharge of Hazardous Materials; or (iv) the use, generation, transport, treatment, storage, disposal, removal, recycling, handling or recovery of Hazardous Materials, including building materials, provided that “Environmental Laws” shall not include laws governing worker health and safety or conditions inside structures or buildings.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is part of the same controlled group, or under common control with, or part of an affiliated service group that includes the Seller, within the meaning of Code Sections 414(b), (c), (m), or (o) and/or ERISA Section 4001(a)(14).

“Existing Letters of Credit” shall mean the letters of credit listed on Schedule 5.10(a) of the Agreement.

“February 29, 2008 Balance Sheet” shall have the meaning defined in Section 2.7(b) of the Agreement.

“Financial Statements” shall mean (i) the unaudited balance sheets for the fiscal years 2006, 2007 and the February 29, 2008 Balance Sheet for the Radar Business, and (ii) the unaudited income statements for the Radar Business for the ten consecutive quarters ending December 31, 2007.

“GAAP” means the accounting principles generally accepted in the United States as in effect on the date and for the period with respect to which such principles are applied.

“Governmental Authority” means any foreign, domestic, federal, territorial, state or local governmental authority, instrumentality, court, government or self regulatory organization, commission tribunal or organization or any regulatory administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

"Hazardous Discharge" means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of Hazardous Materials which violates Environmental Laws.

“Hazardous Materials” means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefore and asbestos or asbestos-containing materials.

“Indemnified Party” shall have the meaning defined in Section 8.5(a) of the Agreement.

"Indemnifying Party" shall have the meaning defined in Section 8.5(a) of the Agreement.

"Information Technology" means all computer hardware, software, networks, microprocessors, firmware and other information technology and communications equipment used in the operation of the information technology systems of the Acquired Company and the Radar Business.

“Initial Royalty Period” shall have the meaning defined in Section 5.12(a)(i) of the Agreement.

“Knowledge,” “to the Knowledge of” or words of like import mean that the party to which the statement is attributed is actually aware of the particular fact or other matter to which the statement refers and shall be deemed to include a representation that any identified individuals have made all usual and reasonable inquiries and all inquiries that would be reasonable in light of such Person’s Knowledge. Seller will be deemed to have “Knowledge” of a particular fact or other matter if Jerry Jost, Jerry Gilliland or Kevin Finnegan has Knowledge of such fact or other matter. Buyer will be deemed to have “Knowledge” of a particular fact or other matter if Steve Gorlin or Thomas Becnel has Knowledge of such fact or other matter.

“Latest Balance Sheet Date” means February 29, 2008.

“Leased Real Property” means all of the Acquired Company’s leasehold interest in and to the real property described in Schedule 2.11(a) of the Agreement.

"Liability" means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

“Liability Cap” shall have the meaning defined in Section 8.8(b) of the Agreement.

"Lien" means, with respect to any asset, any mortgage, title defect or objection, lien, pledge, charge, security interest, hypothecation, restriction, encumbrance or charge of any kind in respect of such asset.

“License Agreement” shall have the meaning defined in Section 5.12(a) of the Agreement.

“Licensed Technology” shall have the meaning defined in the License Agreement.

“Loss or Losses” shall have the meaning defined in Section 8.3 of the Agreement.

"Material Adverse Effect" or "Materially Adversely Affected" with respect to any Person means any material adverse change in the business properties, results of operations or financial condition of such Person or its business, taken as a whole; provided, however, that the foregoing definition excludes the effects of changes that are generally applicable to (i) the United States economy or securities markets or (ii) the world economy or international securities markets or result from the outbreak of war, other hostilities or terrorist activities.

“Material Contracts” shall mean those contracts and agreements of, or relating to, the Radar Business identified on Schedule 2.12 of the Agreement.

“Negotiation Period” shall have the meaning defined in Section 8.5(b) of the Agreement.

“Non-Disclosing Party” shall have the meaning defined in Section 5.1(b) of the Agreement.

“Non-Radar Businesses” shall have the meaning defined in Recital B of the Agreement.

“Non-Radar Business Agreements” shall have the meaning defined in Section 5.11 of the Agreement.

“Owned Real Property” shall have the meaning defined in Section 2.11(d) of the Agreement.

“Order” means any order, judgment, award, ruling, decree, writ, injunction of any court, arbitrator or Governmental Authority.

“Ordinary Course or Ordinary Course of Business” means the ordinary course of business consistent with Past Practice (including, without limitation, with respect to quantity, quality and frequency).

“Party” or “Parties” shall refer to Buyer and Seller, as the specific context requires.

“Past Practice” means with respect to the Acquired Company, and, particularly, the Radar Business, the practice and procedures utilized during the two years consistently prior to the year ended February 29, 2008.

“Permits” shall have the meaning defined in Section 2.13 of the Agreement.

“Permitted Liens” means (a) Liens for Taxes not yet due and payable; (b) non-monetary Liens that do not materially detract from the value of any asset of Acquired Company or materially interfere with Acquired Company’s ongoing business operations or its ownership of its assets; (c) inchoate mechanics’, carriers’, workers’, repairmen’s or other similar Liens arising or incurred in the Ordinary Course of Business and securing obligations incurred prior to Closing; (d) Liens that arise under zoning, land use and other similar laws, that do not materially detract from the value of any asset of Acquired Company or materially interfere with Acquired Company’s ongoing business operations or its ownership of its assets; (e) any easements, covenants, conditions or restrictions of record relating to or affecting the Leased Real Property; (f) Liens relating to deposits made in the Ordinary Course in connection with workers' compensation, unemployment insurance and other types of social security or to secure the performance of leases, trade contracts or other similar agreements; (g)  Liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course as disclosed in this Agreement or the Schedules hereto; (h) in the case of leased assets, Liens set forth in the lease agreement pertaining thereto; and (vi) Liens reflected on any Schedule hereto.

“Person” means any natural person, partnership, firm, corporation, Limited Liability Company, association, trust, unincorporated organization or other entity.

“Powell” shall have the meaning defined in Recital A of the Agreement.

“Powell Guarantees” shall have the meaning defined in Section 5.13.

“Powell Lease” shall have the meaning defined in Section 5.10(c).

“Powell Mortgage” shall have the meaning defined in Section 5.10(c).

“Powell Non-Radar Business Transfer” shall have the meaning defined in Recital C of the Agreement.

“Purchase Price” shall have the meaning defined in Section 1.2 of the Agreement.

“Radar Business” shall have the meaning defined in the Preamble of the Agreement.

“Radar Employees” shall have the meaning defined in Section 2.16(a)(iv) of the Agreement.

“Radar Intellectual Property” means all of the intellectual property pertaining to the Radar Business other than the Licensed Technology.

“Radar IP Transfer” shall have the meaning defined in Recital C of the Agreement.

“Related Agreements” means the Transition Services Agreement, the License Agreement and the Powell Mortgage.

“Retained Employees” shall have the meaning defined in Recital C of the Agreement.

“Seller” shall have the meaning defined in the Preamble of the Agreement.

“Seller Acquired Business” shall have the meaning defined in Section 6.1 of the Agreement.

“Seller Basket Amount” shall have the meaning defined in Section 8.8(e) of the Agreement.

“Seller Employee Benefit Plan” includes a plan which is either a Seller Employee Pension Benefit Plan or a Seller Employee Welfare Benefit Plan.

“Seller Employee Pension Benefit Plan” means an Employee Pension Benefit Plan which is established or maintained by Seller and/or an ERISA Affiliate of Seller.

“Seller Employee Welfare Benefit Plan” means an Employee Welfare Benefit Plan which is established or maintained by Seller and/or an ERISA Affiliate of Seller.

“Seller Guarantees” shall have the meaning defined in Section 5.10(a) of the Agreement.

“Seller Indemnified Parties” shall have the meaning defined in Section 8.4 of the Agreement.

“Seller’s Powell Lease Guarantee” shall have the meaning defined in Section 5.10(c).

“Shares” shall have the meaning defined in Recital D of the Agreement.

“Solutions” shall have the meaning defined in Recital C of the Agreement.

“Subrogated Rights” shall have the meaning defined in Section 8.8(g) of the Agreement.

“Subsidiary” means, as applied to any Person, a Person a majority of the outstanding voting securities of which is owned or controlled, directly or indirectly, by such Person, or by one or more other Subsidiaries of such Person. For the purposes of this definition, “voting securities” means equity interests having voting power for the election of directors, managers or other similar positions of such Person.

“Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“Taxable Period” means any period for which Taxes are owed to a federal, state, local or foreign taxing authority, or for which a Tax Return is required to be filed by Seller, the Acquired Company or Buyer.

“Tax Benefit” means the economic benefit received by the Buyer and its Affiliates during any Taxable Period (or portion thereof) beginning on or after the Closing Date, in the form of an actual reduction in Tax liability of the Buyer or its Affiliates, attributable to any event described in the first sentence of Section 5.9(b)(iv)(B), computed in the case of any Taxable Period, or a portion thereof, that begins after the Closing Date.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third Party Claim” shall have the meaning defined in Section 8.6(a) of the Agreement.

“Threshold” shall have the meaning defined in Section 8.8(d) of the Agreement.

“Transaction” shall have the meaning defined in the Agreements section on Page 5 of the Agreement.

“Transition Services Agreement” shall mean the Transition Services Agreement between Buyer and Seller with respect to the provision of certain transition services from and after the Closing Date.

EX-10.25

EXECUTION COPY

Share Purchase Agreement

between

Aeroflex Incorporated

and

The Sellers named herein

regarding the shares in

Gaisler Research AB

TABLE OF CONTENTS

Article I	DEFINITIONS	3
Article II	SALE AND PURCHASE OF SHARES	9
Article III	PURCHASE PRICE	9
Article IV	THE CLOSING	13
Article V	REPRESENTATIONS AND WARRANTIES OF SELLERS	15
Article VI	REPRESENTATIONS AND WARRANTIES OF PURCHASER	32
Article VII	COVENANTS	32
Article VIII	NON-COMPETITION; NON-SOLICITATION	33
Article IX	SURVIVAL OF REPRESENTATIONS & WARRANTIES; INDEMNIFICATION	35
Article X	SETTLEMENT OF CLAIMS AND ESCROW	39
Article XI	MISCELLANEOUS	41

2

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT is made as of the 30^th day of June, 2008 (the “Agreement”), among Aeroflex Incorporated, a Delaware corporation having its principal place of business at 35 South Service Road, PO Box 6022, Plainview, NY 11803 (the “Purchaser”), and Jiri Gaisler residing at Molinsgatan 19, 41133 Gothenburg, Sweden (“Gaisler”), Per Danielsson, residing at Första Långgatan 6, 41303 Gothenburg, Sweden (“Danielsson”) and Sandi Habinc, residing at Bassåsv’gen 24, 43655 Hovås, Sweden (“Habinc”, and together with Aktiebolaget Grundstenen 121346 changing name to Habinc Invest AB, reg.nr. 556755-0628 (“Habinc AB”) to whom Habinc conveyed his shares of Gaisler Research AB prior to the date hereof, jointly and severally, the “Habinc Group”), as the actual or putative owners of all of the issued and outstanding shares of Gaisler Research AB, reg.nr. 556660-0994, having its registered office at Gothenburg, Sweden (the “Company”). Gaisler, Danielsson and the Habinc Group (or where the context otherwise requires, Habinc) are collectively referred to herein as the “Sellers.” The Purchaser and the Sellers are sometimes referred to herein as the “Parties”, and each of the Purchaser and the Sellers, respectively, as a “Party” where the context requires.

BACKGROUND

A.The Sellers are the owners of all of the issued and outstanding shares of the Company (the “Shares”). The Company is engaged in the business of developing, designing, engineering, producing and selling and/or licensing software, programs, operational systems, processors and other electronic products for the European aerospace and other related markets (the “Business”).

B. The Purchaser is desirous of acquiring the Shares from the Sellers and the Sellers are desirous of selling the Shares to the Purchaser upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, the Parties do hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1Certain Definitions. The following terms, as used herein, have the following meanings:

“Accounting Principles” shall mean the accounting policies, practices and methods consistent with those applied in preparation of the Financial Statements and the Balance Statement to the extent that they are consistent with applicable law and Swedish GAAP.

3

“Affiliate” means, in respect of any Person, a Person that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with the first-mentioned Person.

“Business Day” means any day that is not a Saturday, Sunday or a day on which the banks in New York, New York are required or permitted to be closed.

“Business Lease” means that certain lease agreement dated November 1, 2007 between the Company, as Lessee, and Elof Hansson Fastighets AB, org nr 556309-1289, as Lessor, by which the Company leased space located at Forsta Langgatan 19, 413, 27 Gothenburg, for an initial term commencing on January 1, 2008 and ending on December 31, 2008, that is automatically renewable for successive one year periods thereafter in accordance with the terms of the lease agreement or as prescribed by applicable law.

“Closing Date” shall mean such Business Day as the Parties may agree upon, but in no event later than June 30, 2008.

“Confidential Information” means information not generally available to the public, including, without limitation, all computer software and database information, financial information, customer and supplier lists, trade secrets, proprietary information, information regarding operations, systems, services, Know How, computer and any other processed or collated data, computer programs, pricing, marketing data, methods, designs, products or processes.

“Contracts” means all oral and written agreements, options, leases, licenses, orders, commitments, and other instruments of any kind.

“Copyrights” shall have the meaning set forth in the definition of Intellectual Property.

“Domain Names” shall have the meaning set forth in the definition of Intellectual Property.

“Due Diligence Information” shall mean (i) the documents and any other information made available by the Sellers for review by the Purchaser and its representatives prior to the Closing Date and described in Schedule 5.30, (ii) any information contained or referred to in this

Agreement and the Schedules hereto, and (iii) any information or documentation provided at any meetings held by Sellers with, or presentations by the Company’s management attended by, employees, consultants or other representatives of the Purchaser, but, with regard to (i), (ii) and (iii), only to the extent that such documentation and information was true, complete, accurate and otherwise not misleading.

“Earn Out Table” shall mean that table attached to this Agreement as Schedule 3.3 (b).

4

“EBITDA” shall mean the income or earnings generated by the Company before interest, taxes, depreciation and amortization, calculated or adjusted in a manner consistent with the Past Practice of the Purchaser, i.e., exclusive of equity based compensation charges and management fee allocations.

“EBITDA Profit Targets” shall have the meaning ascribed to it in the Earn Out Table.

“Encumbrance” means any mortgage, title defect, pledge, security interest, restriction, encumbrance or charge of any kind in respect of any asset.

“Environmental Laws” shall mean all applicable laws and regulations, statutes, directives, codes, ordinances, judgments, orders and any other measures imposed by a Governmental Authority in the country of operations of the Company concerning the pollution or the protection of the environment, human health or safety, and/or work environment and conditions in the workplace, or the generation, transportation, storage, treatment or disposal of hazardous substance.

“Escrow Account” shall mean that portion of the Initial Purchase Price Payment deposited with the Escrow Agent at the Closing, together with all accrued interest thereon, as thereafter managed, administered and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement.

“Escrow Agent” means Swedbank.

“Escrow Agreement” means the Escrow Agreement, dated as of the date hereof, by and among the Sellers, Purchaser and the Escrow Agent.

“Fiscal Year” shall mean the yearly period ending on June 30.

“Governmental Authority” means any foreign or domestic governmental authority, court, regulatory organization or commission, administrative or other agency, or any subdivision, department or branch of any of the foregoing.

“Indebtedness” of any Person means all obligations of such Person (a) for borrowed money, (b) evidenced by notes, bonds, debentures or similar instruments and (c) in the nature of guarantees of the obligations described in clauses (a) and (b) above of any other Person.

“Information Technology” means all computer hardware, software, networks, microprocessors, firmware and other information technology and communications equipment used in the operation of Information Technology systems of the Company.

5

“Intellectual Property” means all intellectual property owned, used or licensed (as licensor or licensee) by the Company that is used or has been used in the Business, or in any Products, service, technology or process currently or formerly offered by the Company or in the Business, or currently under development by the Company for use in connection with the Business, including: (i) all domestic and foreign copyright interests in any original work of authorship, whether registered or unregistered, all rights under the Swedish Copyright Act, together with all other copyright interests accruing by reason of international copyright convention (collectively, “Copyrights”), (ii) all domestic and foreign patents (including certificates of invention and other patent equivalents), patent applications and patents issuing therefrom as well as any division, continuation or continuation in part, reissue, extension, reexamination, certification, revival or renewal of any patent, all Inventions and subject matter related to such patents, in any and all forms (collectively, “Patents”); (iii) all domestic and foreign trademarks, service marks, trade names, icons, logos, slogans, and any other indicia of source or sponsorship of goods and services, designs and logotypes related to the above, in any and all forms, all trademark registrations and applications for registration related to such trademarks (including, but not limited to intent to use applications), and all goodwill related to the foregoing (collectively, “Trademarks”); (iv) all domain name registrations (collectively “Domain Names”); (v) any formula, design, device or compilation, or other information which is used or held for use by a business, which gives the holder thereof an advantage or opportunity for advantage over competitors which do not have or use the same, and which is protected from disclosure to the public (“Trade Secrets”) - Trade Secrets can include, by way of example, formulas, algorithms, market surveys, market research studies, information contained on drawings and other documents, and information relating to research, development or testing; (vi) novel devices, processes, compositions of matter, methods, techniques, observations, discoveries, apparatuses, machines, designs, expressions, theories and ideas, whether or not patentable; (vii) scientific, engineering, mechanical, electrical, financial, marketing or practical knowledge or experience useful in the operation of the Business (“Know-How”); (viii) (A) any and all computer programs and/or software programs (including all source code, object code, firmware, programming tools and/or documentation), (B) machine readable databases and compilations, including any and all data and collections of data, and (C) all content contained on Internet site(s) (collectively, “Software”); (ix) all documentation and media constituting, describing or relating to the above, including memoranda, manuals, technical specifications and other records wherever created throughout the world; and (x) the right to sue for past, present, or future infringement and to collect and retain all damages and profits related to the foregoing.

“Key Employees” shall mean Gaisler, Danielsson and Habinc.

“Know-How” shall have the meaning set forth in the definition of Intellectual Property.

“Knowledge of Sellers” means the actual knowledge of any Seller as well as the actual knowledge of the collective group of Sellers, and shall be deemed to include a representation that each of such individuals has made all usual and reasonable inquiries and all inquiries that would be reasonable in light of such individual’s knowledge.

“Latest Balance Statement Date” shall mean May 31, 2008.

6

“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

“Losses” means all demands, claims, actions, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement, including reasonable costs and fees of attorneys and other agents incurred in investigating, preparing for and defending any thereof.

“Material Adverse Effect” means any material adverse change in the business, properties, assets, Liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or its Business taken as a whole.

“Material Contracts” shall mean any Contract, agreement, obligation, commitment, promise or undertaking (whether written or oral, express or implied) that is legally binding between the Company and any other Person(s), or by which the assets and properties of the Company are bound, having a contract value of more than $50,000 or a remaining contract term of more than three (3) months or which otherwise has a material significance to the Business and/or the future business prospects of the Company, and all of which are listed on Schedule 5.18 (a).

“Net Working Capital” shall mean the amount by which the current assets exceed the current liabilities, as determined in accordance with the Accounting Principles, applied in a manner consistent with Past Practice.

“New Business Lease” shall mean the certain lease agreement dated June 16, 2008 between the Company as Lessee, and KB Inom Vallgraven 22:15, org nr 916445-7039, as Lessor, by which the Company leases space located at Kungsgatan 12, Gothenburg, for a term commencing on December 1, 2008 and ending on November 30, 2011, that is automatically renewable for successive three (3) year periods thereafter in accordance with the terms of the lease agreement or as prescribed by applicable law.

“Ordinary Course of Business” shall mean the ordinary course of business consistent with Past Practice.

“Past Practice” shall mean with respect to the Company or the Purchaser, as the case may be, the practice and procedures utilized consistently during the three years prior to the Latest Balance Statement Date.

“Patents” shall have the meaning set forth in the definition of Intellectual Property.

7

“Person” shall mean an individual, corporation, partnership, limited liability company, association or other legal entity.

“Related Documents” shall mean the Escrow Agreement and the Sellers Employment Agreements.

“Sellers’ Allocations” shall mean Gaisler (56.65%), Danielsson (31.95%) and the Habinc Group (11.4%).

“Software” shall have the meaning set forth in the definition of Intellectual Property.

“Subsidiary” shall mean, with respect to any Person, (i) any corporation as to which more than 10% of the outstanding shares having ordinary voting rights or power is owned or controlled, directly or indirectly, by such Person and/or by one or more of such Person’s Subsidiaries and (ii) any partnership, joint venture or other similar relationship between such Person (or any Subsidiary thereof) and any other Person (whether pursuant to a written agreement or otherwise).

“STIBOR” shall mean the Stockholm Interbank Offered Rate.

“Swedish GAAP” shall mean generally accepted accounting principles in Sweden as in effect from time to time and applied consistently throughout the periods involved.

“Taxes” shall mean all taxes, duties, charges and levies or other assessments, including, without limitation, income taxes, corporation tax, capital gain tax, transfer tax, social security fees, duties, sales tax, value added tax, withholding tax and any other taxes which may be payable to or imposed by any tax authority together with any interest, penalties or additions to such taxes.

“Tax Return” shall mean all declarations, returns, reports, forms or other information required to be filed with respect to any Tax.

“Three Year Total EBITDA Profit Target” shall have the meaning ascribed to such term in the Earn Out Table.

“Three Year Total of Earn Out Payments” shall have the meaning ascribed to such term in the Earn Out Table.

“Trade Secret” shall have the meaning set forth in the definition of Intellectual Property.

“Trademark” shall have the meaning set forth in the definition of Intellectual Property.

8

ARTICLE II

SALE AND PURCHASE OF SHARES

2.1In reliance on the representations and warranties contained herein and subject to all of the terms and conditions hereof, the Sellers hereby agree to sell and transfer to the Purchaser, and the Purchaser hereby agrees to purchase from the Sellers on the Closing Date, all of the Shares free from all Encumbrances and together with all accrued benefits and rights attaching thereto, including, but not limited to, accumulated but not distributed profits.

2.2Each of the Sellers, if applicable, hereby waives any rights of pre-emption or right of first refusal which it might have under the articles of association of the Company or conferred by any shareholders agreement.

2.3Title of ownership to the Shares shall transfer to the Purchaser on the Closing Date.

ARTICLE III

PURCHASE PRICE

3.1Purchase Price. In consideration of the sale of the Shares to the Purchaser, and subject to the terms and conditions hereinafter set forth, at Closing, the Purchaser shall deliver to the Sellers the sum of Fifteen Million ($15,000,000) USD (the “InitialPurchase Price Payment”) (less Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000 USD)), which shall be delivered to, and administered by, the Escrow Agent as provided in the Escrow Agreement), by wiring to the separate accounts of each of the Sellers, pursuant to a letter of instruction signed by the Sellers and provided to the Purchaser prior to the Closing, the pro rata portion of the same to which each Seller is entitled based on Sellers’ Allocations.

3.2 Purchase Price Adjustment.

(a)A post-Closing adjustment to the Initial Purchase Price Payment shall be made as follows: (i) any decrease to the Net Working Capital (as finally determined below), and/or (ii) any decrease in the amount of cash (as finally determined below), shall be subtracted from the Initial Purchase Price Payment.

(b)Within sixty (60) days following the Closing, the Purchaser shall prepare and deliver to Sellers an unaudited balance statement of the Company as of the Closing Date immediately prior to Closing (the “Proposed Closing Balance Statement”), which shall (A) indicate the amount of cash available as of the Closing Date immediately prior to the Closing, and (B) include a statement of Net Working Capital as of the Closing Date immediately prior to Closing (the “Closing Working Capital Statement”) prepared in a manner consistent with (i) the balance statement of the Company as of May 31, 2008, attached as Exhibit A hereto (the “Balance Statement”), and (ii) the computation of the Net Working Capital as of May 31, 2008, attached as Exhibit B hereto. The Proposed Closing Balance Statement and the Closing Working Capital Statement shall be prepared in accordance with the Accounting Principles, subject to the exceptions thereto taken as provided in Schedule 3.2(b), and shall be consistent with Past Practice as employed in the preparation of the Company’s audited Financial Statements. The Proposed Closing Balance Statement shall present fairly in all material respects the financial condition of the Company as of that date.

9

(c)Sellers and their auditors shall have the right to examine and make copies of the work papers and other documents generated or reviewed in connection with the preparation of the Proposed Closing Balance Statement and the Closing Working Capital Statement and to access the books and records of the Company relative to the preparation of the Proposed Closing Balance Statement and the Closing Working Capital Statement (the “Post-Closing Adjustment Documents”).

(d)  (i) Sellers shall have thirty (30) days after the receipt of the Proposed Closing Balance Statement and the Closing Working Capital Statement (the “Sellers’ Review Period”) to review the Proposed Closing Balance Statement, the Closing Working Capital Statement, and the Post Closing Adjustment Documents.

(ii)  If the Sellers dispute any item(s) on the Proposed Closing Balance Statement or the Closing Working Capital Statement, Sellers shall give the Purchaser written notice of such disagreement prior to the expiration of the Sellers’ Review Period specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute (the “Sellers’ Notice”). The Parties shall use commercially reasonable efforts to reach agreement with respect to such disputed items within thirty (30) days following the delivery of the Sellers’ Notice, or such longer period as may be agreed upon by the Parties (the “Resolution Period”).

(iii) If the Parties mutually agree upon the Proposed Closing Balance Statement and the Closing Working Capital Statement within the Resolution Period, such agreement shall be binding upon the Parties. Any item(s) on the Proposed Closing Balance Statement or the Closing Working Capital Statement not specifically identified in writing as a disputed item before the end of Sellers’ Review Period shall be deemed to have been accepted by Sellers and shall not be subject to any further dispute, review or change.

(e)If the Parties fail to resolve any disputes with respect to the Proposed Closing Balance Statement and/or the Closing Working Capital Statement within the Resolution Period, the dispute(s) shall be submitted for resolution within ten (10) days after the expiration of the Resolution Period to, and definitely and finally determined by, the Arbitration Institute of the Stockholm Chamber of Commerce (the “Arbitration Tribunal”) in accordance with Section 11.5 hereof. The Arbitration Tribunal’s determination of such dispute(s) shall be made in a manner consistent with the principles set forth in this Section 3.2 in a written opinion delivered not later than thirty (30) days after the submission of the same to such Arbitration Tribunal. Any such determination shall be final and binding. The Proposed Closing Balance Statement and the Closing Working Capital Statement as mutually agreed to by the Parties or otherwise finally determined in the manner provided shall be referred to, respectively, as the “Closing Balance Statement” and the “Working Capital Determination”.

10

(f)If (i) the amount of Net Working Capital determined pursuant to the Working Capital Determination is less than Two Million Three Hundred Thousand USD ($2,300,000) and/or (ii) the cash on the Closing Balance Statement is less than Two Million USD ($2,000,000), then the Initial Purchase Price Payment shall be reduced accordingly on a dollar for dollar basis by the aggregate amount of such deficiency. Such amount, with interest thereon calculated as indicated below (together, the “Reduction Amount”), shall be paid to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser, within five (5) business days following the date on which the Closing Balance Statement and the Working Capital Determination are finally determined (the “Determination Date”). The interest shall be calculated at an annual rate of STIBOR (30 days) plus two (2%) percent, as the same may change from time to time from the Closing Date through the payment date (the “Applicable Rate”). The Reduction Amount shall be treated for income tax purposes as an adjustment to the Initial Purchase Price Payment, and the Initial Purchase Price Payment, as adjusted, shall be referred to as the “Adjusted Initial Purchase Price Payment”.

3.3 Additional Purchase Price Payments.

(a)Subject to whatever changes or modifications to the EBITDA Profit Targets or corresponding Earn Out Payments that the Parties, in the exercise of their reasonable business judgment, agree mutually it is appropriate to make from time to time to reflect or adjust for changed circumstances, i. e., acquisitions, added product lines, etc., or otherwise, the Sellers shall be afforded the opportunity to earn and be paid additionally for their Shares as hereinafter provided for each of Fiscal Years (“FY”) 2009, 2010 and 2011, respectively, an “Earn Out Payment” based on the EBITDA of the Company for 2009 and the cumulative EBITDA for FY 2010 and FY 2011.

(b)More particularly, in accordance with the Earn Out Table attached as Schedule 3.3(b), for FY 2009, based on the Level 1 EBITDA Profit Target and the percentage of that EBITDA Profit Target achieved by the Company for that Fiscal Year (i.e. Levels 1 through 5 reflecting the percentage of the EBITDA Profit Target achieved from 100% to 80%) the Sellers will be entitled to be paid an Earn Out Payment for that Fiscal Year that corresponds on the Earn Out Table to the percentage of the EBITDA Profit Target achieved by the Company. Accordingly, if the Company were to achieve the Level 1 EBITDA Profit Target of $2,800,000 USD for FY 2009, the Sellers would be entitled to be paid the Level 1 Earn Out Payment for that Fiscal Year in the amount of $4,000,000 USD, whereas, for example, if the Company were to achieve an EBITDA of 88% of the Level 1 EBITDA Profit Target for that Fiscal Year, the Sellers would only be entitled to receive 88% of the Level 1 Earn Out Payment, or $3,520,000 USD. On the other hand, if the EBITDA of the Company for FY 2009 is less than 80% of the Level 1 EBITDA Profit Target, Sellers would not be entitled to be paid any Earn Out Payment for that Fiscal Year.

11

(c)In accordance with the Earn Out Table, the Earn Out Payment which the Sellers are entitled to be paid for FY 2010, if any, shall be equal to the greater of: (A) the percentage of the Level 1 Earn Out Payment on the Earn Out Table that corresponds to the percentage of the Level 1 EBITDA Profit Target actually achieved by the Company by reason of (x) its operations in FY 2010 plus (y) the amount, if any, by which the Company exceeded the Level 1 EBITDA Profit Target for 2009 (the “2009 EBITDA Excess”) or (B) provided that the EBITDA for FY 2009 was not less than the Level 5 EBITDA Profit Target for such Fiscal Year on the Earn Out Table and that the EBITDA for FY 2010 was more than the Level 1 EBITDA Profit Target for such Fiscal Year on the Earn Out Table, (x) the percentage of the cumulative Earn Out Payment on the Earn Out Table that corresponds to the percentage of the Level 1 cumulative EBITDA Profit Target actually achieved by the Company by reason of its cumulative operations in FY 2009 and FY 2010 less (y) the aggregate amount of the Earn Out Payment, if any, which the Sellers were entitled to be paid (prior to any offsets pursuant to Section 3.3(f)) for FY 2009. If the EBITDA of the Company for FY 2010 (after giving effect to the 2009 EBITDA Excess) is less than 80% of the Level 1 EBITDA Profit Target for FY 2010, Sellers would not be entitled to be paid any Earn Out Payment for that Fiscal Year.

(d)In accordance with the Earn Out Table, the Earn Out Payment which the Sellers are entitled to be paid for FY 2011, if any, shall be equal to the greater of: (A) the percentage of the Level 1 Earn Out Payment on the Earn Out Table that corresponds to the percentage of the Level 1 EBITDA Profit Target actually achieved by the Company by reason of (x) its operations in FY 2011 plus (y) the amount, if any, by which the Company exceeded the Level 1 EBITDA Profit Target for 2010 after taking into effect the 2009 EBITDA Excess, if any (the “2010 EBITDA Excess”); or (B) provided that the EBITDA for each of FY 2009 and FY 2010 (after adding the 2009 EBITDA Excess, if any) was not less than the Level 5 EBITDA Profit Target for each such Fiscal Year on the Earn Out Table and that the EBITDA for FY 2011 was more than the Level 1 EBITDA Profit Target for such Fiscal Year on the Earn Out Table, (x) the percentage of the Three Year Total of Earn Out Payments on the Earn Out Table that corresponds to the percentage of the Level 1 Three Year Total EBITDA Profit Target actually achieved by the Company by reason of its cumulative operations in FY 2009, FY 2010 and FY 2011, less (y) the aggregate amount of the Earn Out Payments, if any, which the Sellers were entitled to be paid for FY 2009 and FY 2010 (prior to any offsets pursuant to Section 3.3(f)). If the total of the EBITDA actually achieved by the Company for FY 2009, FY 2010 and FY 2011 is less than 80% of the Three Year Total EBITDA Profit Target, and the EBITDA for FY 2011 (after giving effect to the 2010 EBITDA Excess) is less than 80% of the Level 1 EBITDA Profit Target for FY 2011, the Sellers would not be entitled to be paid any Earn Out Payment for that year.

(e)In no event will the Sellers be entitled to be paid more than (i) the corresponding Level 1 Earn Out Payment on the Earn Out Table for FY 2009 or (ii) the corresponding Level 1 cumulative EBITDA Profit Target for FY 2010 or (iii) under this Section 3.3, Earn Out Payments aggregating more than $15,000,000 USD.

12

(f)Any Earn Out Payment that is payable pursuant to this Section 3.3 shall be paid to each of the Sellers, commensurate with the Sellers’ Allocations, within 120 days after the end of the Fiscal Year for which such Earn Out Payment is payable. The Purchaser shall issue a statement to the Sellers setting forth the calculation of the EBITDA for that Fiscal Year and the amount of the Earn Out Payment, if any, to which the Sellers are entitled in accordance with the provisions of this Section 3.3 (the “Earn Out Payment Statement”). Notwithstanding anything herein to the contrary, any Earn Out Payment to be paid by the Purchaser hereunder shall in all events be subject to an offset for any outstanding claims for indemnification by the Purchaser pursuant to Article IX.

(g)Absent manifest error, the determination of the Earn Out Payment for any Fiscal Year shall be final, conclusive and binding on the Parties unless within thirty (30) days after the receipt of the Earn Out Payment Statement, the Sellers shall notify the Purchaser in writing of any disagreement therewith, specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute (the “Earn Out DisputeNotice”). The Parties shall use commercially reasonable efforts to reach agreement with respect to such disputed items within thirty (30) days following the delivery of the Earn Out Dispute Notice, or such longer period as may be agreed upon by the Parties (the “Earn OutResolution Period”).

(h) If the Parties fail to resolve any disputes with respect to the Earn Out Payment as identified in the Earn Out Dispute Notice within the Earn Out Resolution Period, the dispute(s) shall be submitted for resolution within ten (10) days after the expiration of the Earn Out Resolution Period to, and finally determined by, the Arbitration Tribunal in accordance with Section 11.5 hereof. The Arbitration Tribunal’s determination of such dispute(s) shall be made in a manner consistent with the principles set forth in this Section 3.3 in a written opinion delivered not later than thirty (30) days after submission to such Arbitration Tribunal. Any such determination shall be final, conclusive and binding on the Parties.

ARTICLE IV

THE CLOSING

4.1.Place and Date. The closing of the transactions provided for in this Agreement (the “Closing”) shall take place on the Closing Date at the offices of Mannheimer Swartling Advokatbyrå AB, Gothenburg, Sweden (or at such other place or manner as the Parties may agree upon in writing) concurrently with the execution of this Agreement.

4.2Documents to be Delivered and Actions to be Performed by the Sellers.

At the Closing, the Sellers shall execute and deliver or cause the Company to execute and deliver to the Purchaser the following:

13

(i)duly issued certificates representing all of the Shares duly endorsed to the Purchaser together with any and all dividend coupons;

(ii)the entry of the Purchaser as a shareholder of the Shares into the shareholders’ register of the Company by the board of directors of the Company;

(iii)Employment Agreements (or amendments to the existing Employment Agreements) between Gaisler and the Company, Danielsson and the Company and Habinc and the Company, each effective as of the Closing Date (the “Sellers EmploymentAgreements”);

(iv)the Escrow Agreement, dated effectively as of the Closing Date, among the Escrow Agent, Purchaser and the Sellers;

(v)waivers in relation to any and all preemption rights the Sellers may have as to purchase of the Shares prescribed in the articles of association of the Company or otherwise.

(vi)written resignations, effective as of the Closing Date, of such board members and/or auditors of the Company as the Purchaser may request prior to the Closing Date, and powers of attorney empowering the new board members to represent the Company for the period until such rights have been duly registered;

(vii)a certificate dated the Closing Date executed by the Sellers confirming that, individually and collectively, they have duly performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date;

(viii)all consents required under any of the Scheduled Contracts as a result of the transactions contemplated herein;

(ix)confirmations from each of the Sellers and, by way of an amendment to the employment agreements of each of the Company’s employees, confirmations from each of such employees, that for good and valuable consideration and compensation, each of them do not now have or otherwise have waived or effectively transferred to the Company any and all rights (including moral rights) each of them has or may have in or pertaining to the Intellectual Property currently or formerly used in the Business, including, but not limited to, used in or relating to the Company’s products.

(x)such other documents and instruments as may be reasonably requested by the Purchaser to vest in Purchaser title to the Shares and place Purchaser in possession and control of the Company and its assets.

14

4.3Documents to be Delivered and Actions to be Performed by the Purchaser.

At the Closing, the Purchaser shall execute and deliver to the Sellers the following:

(i)a copy of resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement by Purchaser, and a certificate of its secretary or assistant secretary, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect;

(ii) the Escrow Agreement;

(iii) the Sellers Employment Agreements;

(iv) payment of the Initial Purchase Price Payment pursuant to Section 3.1; and

(v)the Purchaser shall hold an extraordinary general shareholders meeting immediately following the Closing in order to appoint new members of the board of directors and auditors, if applicable, and shall make the required filings with the Swedish Company Registration Office accordingly.

4.4Chronology of Closing Events. All of the above actions shall be deemed to have occurred simultaneously and the Closing shall not be deemed to have occurred until all such actions have been finalized.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLERS

The Sellers jointly and severally represent and warrant to the Purchaser as of the Closing Date, unless otherwise indicated, as follows:

5.1.Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Sweden and has all corporate power and authority to own, lease and operate its properties and assets and to carry on the Business as now being conducted. The Company is duly qualified or licensed and in good standing in each country or jurisdiction where the activities conducted by it or the property or assets it owns, leases or operates, makes such qualification or licensing necessary.

5.2.Authorization of Agreements. The Sellers have the legal capacity and authority to execute and enter into this Agreement and the Related Documents and to perform their respective obligations. This Agreement and each of the Related Documents, respectively, (i) have been duly executed and delivered by the Sellers and (ii) constitute binding obligations of the Sellers enforceable against them in accordance with their respective terms.

15

5.3.Subsidiaries. The Company has no Subsidiaries. The Company owns no interest, directly or indirectly, and has no commitment to purchase any interest, direct or indirect, in any other company or association.

5.4.The Shares. The Shares constitute all of the issued capital stock of the Company. There are no other equity interests in the Company. There has not been any change in the share capital of the Company since the Latest Balance Statement Date. All of the outstanding shares of the Company have been duly authorized and are validly issued, fully paid and are owned by the Sellers. The Sellers have and on the Closing Date will convey to the Purchaser, valid title to the Shares, free and clear of any Encumbrances. There are no rights, subscriptions, options or agreements of any kind authorized or outstanding to purchase or otherwise acquire from the any of the Sellers, the Company or any other Person, any shares, or other securities of any kind convertible into shares or any other equity interest in the Company. There is no agreement or arrangement of any kind authorized or outstanding which restricts limits or otherwise affects the ability to transfer or the right to vote any of the Shares. True and complete copies of the registration certificate, articles of association and share register of the Company are attached as Schedule 5.4.

5.5No Conflicts. The execution by the Sellers of this Agreement, the Related Documents or any other documents in connection with it, and the performance by the Sellers of its obligations under this Agreement and the consummation of the transaction contemplated by this Agreement, do not and will not result in the breach of any term or provision of, constitute a default or result in the imposition of any financial penalties or other sanctions, under any applicable law, order, judgment, mortgage or any other agreement, to which any of the Sellers or the Company is a party or by which the Sellers or the Company or any of the Company’s assets is bound.

5.6Financial Statements.

(a)Attached hereto as Schedule 5.6(a) are copies of (i) the Balance Statement and (ii) the audited balance statement and income statements for the Company for the years ended June 30, 2005, June 30, 2006, and June 30, 2007, which have been provided to Purchaser (together with the Balance Statement, the “Financial Statements”).

(b)The Financial Statements (i) are complete, true and correct in all material respects; (ii) present fairly the financial position and results of operations of the Company as of the dates thereof and for the periods then ended; and (iii) have been prepared or derived from the financial books and records of the Company, and, except where specifically indicated, have been prepared in accordance with the Accounting Principles applied on a basis consistent with Past Practice.

16

(c)Other than to the extent disclosed or reserved for in the Balance Statement, or otherwise disclosed in the Schedules to this Agreement, the Company has no Liabilities, commitments or obligations whatsoever except Liabilities, commitments and obligations incurred in the Ordinary Course of Business since the Latest Balance Statement Date which do not exceed, in the aggregate, $50,000.

(d)The books of account and other financial records of the Company are complete and accurate in all material respects and have been properly maintained in all material respects in accordance with applicable law.

5.7Taxes.

(a)True and correct copies of the Company’s Tax Returns for the income tax years 2005 through 2007 have been delivered to, or made available for inspection by, the Purchaser. All Tax Returns of the Company have been timely filed, and each such Tax Return is true, correct and complete in all material respects.

(b)All Liabilities of the Company to any jurisdiction for Taxes, fees or assessments payable to a Governmental Authority, including interest thereon and penalties with respect thereto and Taxes payable thereunder under applicable laws and regulations, have been timely paid by the Company or are accrued and provided for in accordance with the Accounting Principles in the Financial Statements for the period ended May 31, 2008. The Company has timely paid all Taxes due during the period from the Latest Balance Statement Date through the Closing Date.

(c)The Tax Returns of the Company have not been audited by any Governmental Authority during the past three years. No Governmental Authority has proposed any additional Taxes with respect to the Company or for which the Company may be liable or with respect to the Business. There are no pending or, to the Knowledge of the Sellers, threatened, claims or assessment for Taxes, examinations or audits with respect to Taxes by any Governmental Authority.

(d)The Company has not granted any waivers of any statutes of limitation with respect to any Taxes for any Fiscal Year. The Company has not requested any extension of time within which to file any currently unfiled Tax Returns or declarations.

(e)There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the properties or assets of the Company.

(f)The Company is not liable for Taxes of any other Person and is neither currently under any contractual obligation nor a party to any tax sharing agreement or other agreement providing for payments by the Company with respect to Taxes.

17

(g)The Company, as of the Closing Date, has not agreed, and will not, to the Knowledge of the Sellers, be required, as a result of a change in method of accounting or otherwise, to include under applicable laws or regulations any adjustment in taxable income for any period after the Closing Date.

(h)To the Knowledge of Sellers, Schedule 5.7(h) lists all of the jurisdictions where the Company has been required to file Tax Returns, and for the past three years, no written claim has been made by a Governmental Authority in a jurisdiction where the Company does not currently file Tax Returns that the Company may be subject to taxation by that jurisdiction.

(i)The Company has collected and withheld on a timely basis all Taxes, social security fees and other like costs which the Company has been required to collect and withhold with respect to the Company and the employees of the Company under applicable laws and regulations and there is no dispute or any issue with regard to any of the foregoing. All Tax Returns and declarations, as required by applicable laws and regulations, have been filed by the Company for all periods for which returns were due with respect to employee Tax withholding and social security fees and charges, and all amounts shown thereon to be due and payable have been paid, together with any interest and penalties that are due as a result of the Company’s failure to file such returns when due, and pay, when due, the amounts shown thereon to be due.

(j)The Company has not been involved in any transaction which was intended to evade Taxes or could reasonably be considered to be Tax evasion under applicable laws.

5.8.Litigation. Except for normal debt collecting procedures, the Company is not a party to or otherwise engaged in any material litigation or arbitration, administrative or other legal proceedings or investigations and, to the Sellers’ Knowledge, no such material litigation, arbitration, administrative or other legal proceedings or investigations are pending or threatened against the Company and, to the Sellers’ Knowledge, there are no such material suits or proceedings pending or threatened by the Company against any other Person. For the purpose of this Section 5.8 “material” shall mean a disputed amount in excess of SEK 200,000 or which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

5.9Compliance with applicable laws and regulations.

(a)The Company holds all permits, licenses, orders and authorizations of all Governmental Authorities necessary for the lawful conduct of the Business in the same manner and extent to which it is currently conducted. Within the last three (3) years, the Company has not been charged with, or received notice of, any material violation of any applicable laws or regulations, nor, to the Knowledge of the Sellers, is there any threatened claim of such violation or any basis therefore. Within the last three (3) years, the Company has conducted the Business in compliance in all material respects with applicable laws and regulations.

18

(b)The Company does not now, and has not during the past three (3) years, manufactured, supplied or exported “military equipment” as that term is defined under the Swedish Military Equipment Act and the Swedish Military Equipment Ordinance. Except as set forth on Schedule 5.9(b), the Company does not now, and has not during the past three years, manufactured, supplied or exported any “dual use” items as that term is defined or understood pursuant to the Council Regulation (EC) No. 1334/2000, as supplemented by the Swedish Act on the Control of Dual Use Items and Technical Assistance. The Company has complied in all material respects during the past three (3) years with all applicable law and regulations governing or regulating the manufacture, sale, distribution and export of the Company’s products, and the Company has not received notice of any violation (or any investigation or proceeding involving an allegation of violation) of such laws or regulations by any Governmental Authority. To the Knowledge of Sellers, there are no facts or circumstances that could reasonably be deemed to constitute such a violation or which would require the Company to make a voluntary disclosure to any Governmental Authority regarding any past or current violation of such laws and regulations.

5.10 Employees and Pension Matters.

(a)There are no pending or, to the Knowledge of the Sellers, threatened, charges or complaints before any Governmental Authority relating to a violation of applicable laws or regulation by the Company regarding employment and terms and conditions of employment with respect to any of the Company’s employees, nor to the Knowledge of the Sellers, is there any basis for any such charges or complaints. The Company is not a party to any collective bargaining agreement or other labor union contract applicable to the Company’s employees. To the Knowledge of the Sellers, no activities or proceedings of any labor union to organize any of the Company’s employees have occurred or are occurring.

(b)No Key Employee or group of employees of the Company (A) has given written notice of resignation within 12 months after the Closing Date or, to the Knowledge of the Sellers, is intending to do so; or (B) would become entitled to any rights as a result of the Company entering into or the consummation of any of the transactions contemplated by this Agreement.

(c)There are no outstanding orders or charges against the Company under any applicable laws and regulations and, to the Knowledge of the Sellers, none has been threatened. All material assessments and penalties made against the Company pursuant to any applicable laws and regulations as of the date hereof have been paid by the Company.

(d)All employees of the Company have been and are employed on terms and conditions which in all material respects are consistent with normal practices. Schedule 5.10(d) lists all of the citizenships of each of the employees employed by the Company.

(e)To the extent required by applicable law and regulations and the Accounting Principles, full provisions have been made in the Financial Statements for the pension undertakings to be paid to current or former directors and employees of the Company. Except for a pension payment made to Habinc by the Company, there have been no pension payments, undertakings, or reservations in favor of any of its employees, and, under applicable law, none have been required.

19

(f) Each employee of the Company is employed pursuant to an employment agreement, true, complete and correct copies of which, including all amendments to date, have been provided to the Purchaser. Except for the Sellers Employment Agreements to be entered into effectively as of the Closing Date, the Company has not at any time otherwise promised or represented to any of the current or former directors, employees, consultants, agents or representatives of the Company that any of such Persons will be employed or engaged by or receive any particular benefits from (i) the Company or (ii) the Purchaser or any of its Affiliates, in each case that will become or remain effective on or after the Closing Date. To the Knowledge of the Sellers, no Key Employee and no group of employees of the Company has any plan to terminate or modify their employment at the Company after the Closing Date.

(g)Schedule 5.10 (g) sets forth a true, complete and correct list of all independent contractors and consultants of the Company as of the Closing Date.

(h)Except as set forth on Schedule 5.10 (h), to the extent required by applicable law or otherwise, all payments and other obligations to individuals who are or have been directors, employees, independent contractors, consultants, agents or representatives of the Company for compensations or benefits of any kind have been fulfilled, and all contributions required to be made in connection with any medical insurance or pension plans, have been paid, in the Ordinary Course of Business, through the Closing Date.

(i)Schedule 5.10 (i) sets forth a true, complete and correct list of all outstanding loans to the Sellers or any current or former employees of the Company as well as all dividends paid by the Company to the Sellers and any other shareholder of the Company for the three year period prior to the Balance Statement.

(j)Each and every benefit plan or similar that the Company has established, maintains or otherwise contributes to in which its current and former directors and employees participate is fully and accurately described in detail on Schedule 5.10(j) (the “Company Benefit Plans”). The Company does not have any policies or benefit plans for its current and former directors and employees other than the Company Benefit Plans.

(k)Each of the Company Benefit Plans complies with applicable laws, and for the past three (3) years the Company has materially complied, and is in material compliance currently, with all of the requirements of each of such Company Benefit Plans and there are no actions pending or, to the Knowledge of the Sellers, threatened, against the Company in connection with, or against, the Company Benefit Plans.

20

(l)N-either the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in (a) any payment or other consideration of what ever kind becoming due to any former or current director or employee of the Company; (b) any increase in the amount of compensation, benefits or fees payable to any such individual; (c) the acceleration or creation of any other additional rights under any of the Company Benefit Plans.

5.11.No Adverse Changes. Since the Latest Balance Statement Date (i) the Business has been conducted only in the Ordinary Course of Business; (ii) there has been no change in the condition, assets, liabilities, operations or prospects of the Company other than changes in the Ordinary Course of Business; and (iii) there has been no damage, loss or other occurrence or development, which, either singly or in the aggregate, has had a Material Adverse Effect, and, to the Knowledge of the Sellers, there is no threatened occurrence or development which could reasonably have a Material Adverse Effect.

5.12.Conduct of Business. Since the Latest Balance Statement Date, except as set forth on Schedule 5.12, the Company has not: (i) created or incurred any Liability outside of the Ordinary Course of Business; (ii) mortgaged or pledged or subjected to any Encumbrances any of its properties or assets; (iii) discharged or satisfied any Encumbrance or paid any obligation or Liability other than current Liabilities shown on the Balance Statement that were paid in the Ordinary Course of Business, and Taxes and current Liabilities incurred since the Latest Balance Statement Date in the Ordinary Course of Business or under Contracts entered into in the Ordinary Course of Business; (iv) waived or released any claims or rights of material value under, or terminated or materially modified, any Material Contract; (v) entered into any settlement of any kind with respect to any claim, proceeding or investigation; (vi) sold, transferred, leased or otherwise disposed of any of its assets, or canceled any debts or claims except, in each case, for fair consideration in the Ordinary Course of Business; (vii) declared or paid any dividends, or made any other distribution, or directly or indirectly, purchased, or otherwise acquired any shares, or paid any amount or transferred any asset to any of the Sellers; (viii) made or become a party to any Contract or renewed, amended, modified or terminated any Contract which individually involved an amount in excess of $10,000 (or in the aggregate an amount in excess of $50,000, but excluding therefrom the amount of Material Contracts entered into in the Ordinary Course of Business); (ix) except as otherwise required by applicable laws or regulation, agreed to pay or paid, or entered into or modified any Contract requiring it to pay, other than pursuant to an existing written agreement, any bonus, extra compensation, pension or severance pay to any of its employees, or increased or altered the form of compensation of whatever kind, from that being paid during the calendar year ended December 31, 2007 to any of its directors or employees; (x) increased the compensation, fees or other remuneration payable or to become payable to any of its independent contractors, consultants or agents; (xi) issued or sold any shares or securities convertible into shares; (xii) announced or effected any material change of any of its products or services; (xiii) made deliveries or provided performance of services in connection with its backlog of orders other than in the Ordinary Course of Business; (xiv) made or effected any material change in the Company’s practice of pricing or invoicing customers and collecting receivables; (xv) materially changed any of its accounting methods or principles used in recording transactions on its books or records or in preparing the Financial Statements; (xvi) took or failed to take any action that could reasonably be expected to have a Material Adverse Effect except as may have been warranted in the Ordinary Course of Business; (xvii) incurred any Indebtedness for money borrowed; (xviii) entered into any Contract or commitment to do any of the foregoing; or (xix) entered into any other transaction or taken any other action not in the Ordinary Course of Business.

21

5.13.Title to and Condition of Assets. The Company has good, valid and marketable title to all of the material assets owned by it and valid leasehold interests in all of the assets and all of the property leased by it, free and clear of all Encumbrances. None of the Company’s assets is subject to any sublease, sublicense or other agreement granting any other Person any right to the use such assets. Other than those of the Company’s assets which are leased or licensed as set forth on Schedule 5.13, there are no assets used by the Company which are owned by any third party. All of the assets, properties and specialized operating systems owned, leased or licensed by the Company (i) are sufficient and adequate to carry on the Business as conducted prior to the Closing Date, including the performance of all of the Material Contracts in effect on the Closing Date, (ii) have been maintained in accordance with applicable industry standards or as otherwise required by any lease of other agreement and currently are in a good operating condition as required for the operation and use thereof in the Ordinary Course of the Business; and (iii) to the knowledge of the Sellers, comply in all material respects with applicable laws and regulations and with the terms and conditions of all leases and other agreements affecting or relating to any such property.

5.14.Real Property.

(a)The Company currently does not own any real property. As set forth on Schedule 5.14(a), the premises used currently by the Company for the operation of the Business (the “Business Premises”) are leased by the Company pursuant to the Business Lease. The Company has recently entered into the New Business Lease for other Business Premises as set forth on Schedule 5.14(a). Under the Business Lease until 31 December 2008, and, as of 1 December 2008, the New Business Lease, the Business Premises are and will be the only premises leased by the Company.

(b)The Sellers have delivered to Purchaser true, correct and complete copies of the Business Lease and the New Business Lease.

(i)the Business Lease and the New Business Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;

(ii)all of the terms and conditions of the Business Lease have been observed or performed in all material respects and, to the Knowledge of the Sellers, no party to any such lease is in breach or default, and to the Knowledge of the Sellers, no event has occurred which would constitute a breach or default or permit termination or modification hereunder;

22

(iii)the Company has maintained and operated the Business Premises in all material respects in accordance with applicable laws and regulations and the terms of the Business Lease and has all material approvals of Governmental Authorities that are required; and

(iv)all improvements or alterations on the Business Premises have been made in accordance with the terms of the Business Lease and applicable laws and regulations and there is no obligation on the part of the Company to remove any of such alterations or improvements at the conclusion of the term of the Business Lease or otherwise.

(c)The Business Premises is occupied solely by the Company and is being used exclusively for, and in connection with, the Business.

(d)Upon the termination of the Business Lease on 31 December 2008, the Company will have no further Liabilities thereunder.

5.15.Environmental Compliance.

(a)To the Sellers’ Knowledge, the Company has obtained or, to the extent not yet obtained, filed applications for all permits necessary to be obtained from or filed with the Governmental Authorities under applicable laws relating to the Business. The Company has not been informed by any Governmental Authority that any such permits may be revoked or otherwise changed in a way adversely affecting the Company.

(b)The Company is not subject of any litigation or proceedings in any form involving a demand for damages, penalties, removal, remediation or other liability with respect to violation of any applicable Environmental Laws and, to the Seller’s Knowledge, no such litigation or proceedings may be expected.

(c)To the Sellers’ Knowledge, the Business has not resulted in any unlawful emission of any hazardous substance capable of causing harm to any living organism or capable of damaging the environment in contravention of any Environmental Laws.

5.16.Intellectual Property and Information Technology.

Intellectual Property:

(a)Schedule 5.16(a) lists all of the following Intellectual Property (and the expiration dates thereof) owned by the Company: (i) all issued Patents, if any, and all pending applications for Patents; (ii) all registered Trademarks, if any, and all pending applications for Trademarks; and (iii) all registered Domain Names, if any. Except for the foregoing and other Intellectual Property identified on Schedule 5.16(a), the Company does not own any other Intellectual Property.

23

(b)Other than Material Contracts and Government Contracts entered into in the Ordinary Course of Business, Schedule 5.16(b) lists all licenses, sublicenses or agreements involving the Intellectual Property which are material to the Company’s business, including (i) licenses by the Company to any Person of any Intellectual Property other than licenses granted to customers in the Ordinary Course of Business, and (ii) all licenses by any other Person to the Company of any Intellectual Property which are necessary for the conduct of the Business (each, a “License”). Each License identified on Schedule 5.16(b) is a valid and binding agreement, in full force and effect and enforceable in accordance with its terms. With respect to each License, there is no default (or event that would constitute a default) by the Company, or, to the Knowledge of the Sellers, any other party thereto. There are no pending, or, to the Knowledge of the Sellers, threatened claims with respect to any License. True and complete copies of all Licenses have been made available to Purchaser.

(c)The Company has good and valid title and full and unrestricted ownership rights to, or possesses by a written License or otherwise, the right and entitlement to lawfully use, exploit, sublicense and make changes to all Intellectual Property necessary for the conduct of the Business, as it is currently conducted, including, but not limited to, those Intellectual Property rights pertaining to the Company’s products. Except for (i) Intellectual Property owned by third parties and (ii) licenses granted to customers in the Ordinary Course of Business, to the Knowledge of the Sellers, no Person other than the Company has any right or interest of any kind in the Intellectual Property, or any portion thereof, or any rights to sell, license, lease, transfer or use or otherwise exploit the Intellectual Property or any portion thereof. The Company owns all Intellectual Property created by its current or former employees, including the Sellers, and/or any monies payable or other consideration due to any such employees or the Sellers for the creation by such employees or the Sellers. There is no money payable or other consideration due to any employee (or any of the Sellers) pursuant to applicable laws or regulations or otherwise, for the creation by such employee of any Intellectual Property. All independent contractors of the Company who have created Intellectual Property for the Company have executed an agreement under which all rights, title, interest and ownership in and to such Intellectual Property have been assigned to the Company. To the extent necessary under applicable laws and regulations, each of the consultants to, and each of the employees of, the Company, including the Sellers, who contributed to the design or development of the Intellectual Property has fully and finally (without any compensation remaining to be paid) assigned all rights to such Intellectual Property to the Company, and the Company has made all such agreements available to the Purchaser.

(d)The Company has not received written notice that it has, or, to the Knowledge of the Sellers, has the Company infringed upon or misused any intellectual property or proprietary information of another Person. There are no pending or, to the Knowledge of the Sellers, threatened claims or proceedings challenging the Intellectual Property, or the Company’s use of the Intellectual Property owned by another Person. To the Knowledge of the Sellers, no Person is infringing upon or otherwise violating the Company’s rights in and to the Intellectual Property.

24

(e)Schedule 5.16(e) contains a true and complete list of all of the Software included, embedded or incorporated in or developed for inclusion in the Company’s products or in websites of the Company, or used in the delivery of services or otherwise by the Company. The Company owns and has unrestricted ownership rights to, or has, by valid licenses, the right and entitlement to lawfully use, exploit, sublicense and make changes to, all Software identified on Schedule 5.16(e). No open source or GNU General Public License software is, in whole or in part, embodied or incorporated in the Software. The Company has not incorporated any Intellectual Property owned by another Person into the Company’s Software. The Company employs reasonable measures to ensure that the Company’s Software contain no “viruses” which, for the purposes of this Agreement, means any computer code intentionally designed to disrupt, disable or harm in any manner the operation of any Software or hardware, but does not include any of the Company’s intended features which limit a customer’s use of Software to the scope of the customer’s license.

(f)The Company has taken reasonable measures under applicable laws and regulations or otherwise to protect the proprietary nature of, and all of its vested rights in and to, the Intellectual Property as the same may be incorporated in its products and systems and otherwise, and to maintain in confidence all Trade Secrets and other confidential Intellectual Property and information owned or used by the Company in connection with the Business. To the Knowledge of the Sellers, no material Trade Secret or other material confidential Intellectual Property or information of the Company owned or used in connection with the Business has been disclosed to any third party, other than pursuant to a confidentiality agreement or other conditional obligation intended to protect the Company’s proprietary interests in and to such Trade Secrets or confidential Intellectual Property.

(g)(i) Any registered Trademarks, and pending applications for Trademarks, are currently in compliance with all applicable laws and regulations; (ii) No Trademark has been or is now involved in any opposition, infringement, unfair competition or cancellation proceeding and, to the Knowledge of the Sellers, no such action is threatened with respect to any of the Trademarks; (iii) No Trademark is alleged to infringe any trade name, trademark or service mark of any other Person and, to the Knowledge of the Sellers, no Trademark is infringed; and (iv) Each of the Company’s products displaying a Trademark which has been registered with the appropriate Governmental Authority bears the proper registration notice.

(h)The Intellectual Property is free and clear of any and all Encumbrances.

(i)The Company uses reasonable practices to ensure the physical and electronic protection of its information assets from unauthorized disclosure or use. To the Knowledge of the Sellers, there has been no breach of security involving any websites or information assets of the Company. All data which has been collected, stored, maintained or otherwise used by the Company has been done so in accordance with applicable laws and regulations. The Company has not been notified of noncompliance with applicable laws or any pertinent guidelines or industry standards pertaining to information security.

25

(j) Schedule 5.16 (j) is a complete and accurate list of each and every license agreement that the Company has entered into since its inception in 2004 for or in connection with its IP core library, and otherwise provides, truly and accurately, the following information with regard to each such license listed: (i) the name of the licensee; (ii) the specific type of IP covered by the license; (iii) the date of the license agreement; (iv) the specific type of integrated circuit or device into which the IP can be instantiated under the license; (v) whether or not there has been a buyout of the royalty fee obligation and, if not, the license fee paid and royalty fees payable under the license; (vi) the format of the IP provided; and (vii) such other pertinent information regarding the terms of the license as would be relevant for the Purchaser to consider in evaluating the Company’s outstanding license agreements in connection with the acquisition of the Sellers’ stock pursuant to the terms of this Agreement.

Information Technology:

(k)All Information Technology used by the Company in the conduct of the Business and all material agreements or arrangements relating to the maintenance and support, security, disaster recovery management and utilization (including facilities management and computer bureau services agreements) of the Information Technology are described on Schedule 5.16(k).

(l)The Company owns and has unrestricted ownership rights to, or otherwise, by valid lease or license, has the lawful right to use, all Information Technology currently used by the Company or required by it to conduct the Business in the Ordinary Course and fulfill the Material Contracts, and the Company has access to all of the source codes for all of such Information Technology owned by it.

(m)The Information Technology owned or used by the Company in the conduct of the Business has the capacity and performance capability to fulfill the requirements of the Business as conducted currently.

(n)None of the records, systems, controls, and/or data used by the Company to conduct the Business is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means whatsoever which are not under the exclusive ownership and control of the Company.

General:

(o)The consummation of the transactions contemplated by this Agreement and the change in control of the Company engendered thereby will not, by virtue of any contractual right or other contractual term or condition or otherwise under applicable law, result in the diminution, license, transfer, renegotiation, termination or forfeiture of the Company’s rights, title or interest in and to any of the Intellectual Property or the Information Technology currently used by the Company in the conduct of the Business.

26

5.17.Brokers. No broker, finder or investment banker is entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

5.18.Material Contracts.

(a)Schedule 5.18(a) lists all Material Contracts of the Company. A true, correct and complete copy of each such written Material Contract (or written summary of oral Material Contracts) has been made available to Purchaser. To the Knowledge of the Sellers, all of such Material Contracts are fully performable by the Company in accordance with their terms.

(b)Except for the Material Contracts disclosed on Schedule 5.18(a), the Government Contracts listed on Schedule 5.19(a), the Licenses, leases and other Contracts identified in this Agreement and the Schedules hereto, there are no Contracts or other agreements that are material to or for the Company, the Business or the Company’s assets other than those disclosed on Schedule 5.18(b).

(c)Except as specifically set forth with regard to the Material Contracts listed on Schedule 5.18(a) and those other Contracts and agreements listed on Schedule 5.18(b) (collectively with the Material Contracts, the “Scheduled Contracts”), the sale of the Shares to the Purchaser and the consummation of the other transactions contemplated by this Agreement will not violate, or constitute grounds for, the modification, renegotiation or cancellation of any of the Scheduled Contracts or for the imposition of any penalty or the default of any security interests thereunder.

(d)To the Knowledge of the Sellers, all Scheduled Contracts are valid and binding agreements, in full force and effect and enforceable in accordance with their respective terms. There is not, under any Scheduled Contract, any existing default or breach by the Company, or, to the Knowledge of the Sellers, by any other Person, or any event, condition or act (including the consummation of the transactions contemplated by this Agreement and the change in control of the Company engendered thereby) which (i) would constitute a default under, or a breach of, any provision of any Scheduled Contract or (ii) would allow for the termination of any Scheduled Contract, or permit the acceleration of any obligation of any party to any Scheduled Contract or the creation of an Encumbrance upon any of the Company’s assets. The Company has not assigned or otherwise transferred any of its rights or obligations with respect to any Scheduled Contract except in the Ordinary Course of Business. No party thereto has notified the Company of its intention to terminate or cancel any Scheduled Contract.

27

5.19.Government Contracts.

(a)Schedule 5.19(a) sets forth a complete and accurate list of the Government Contracts, true, complete and correct copies of which have been made available to the Purchaser. “Government Contracts” shall mean all current Contracts, having a valuation of $50,000 or more (i) between the Company and any Governmental Authority; and (ii) between the Company and an entity which is a party to a Contract or other agreement with a Governmental Authority.

(b)The Company is not a party to any current material dispute relating to a Government Contract. The Company has not received notice that the Company has breached or violated any applicable laws, certification, clearance, authorization, representation, provision or requirement with respect to any Government Contract. There are no current or, to the Knowledge of the Sellers, threatened actions against the Company arising out of or relating to any Government Contract. The Company has not received any notice of any kind or a stop work order with respect to any Government Contract.

(c)No Governmental Authority or any other Person has notified the Company that any of the Company’s directors, agents or employees have breached or violated any applicable laws, certification, clearance, authorization, representation, provision or requirement relating to any Government Contract.

(d)With respect to each Government Contract, the Company has not been challenged by the Governmental Authority as to any cost incurred by the Company or has any cost incurred by the Company been disallowed by the Governmental Authority. No payment due to the Company relating to any Government Contract has been withheld or set off, nor has any claim been made by the Governmental Authority to withhold or set off money due to the Company under a Government Contract.

(e)The Company has complied in all material respects with the terms and conditions of each Government Contract, including all provisions and requirements incorporated expressly, by reference or by law. The Company has, with respect to all Government Contracts, (x) complied in all material respects with all certifications and representations it has executed, acknowledged or set forth with respect to each such contract; and (y) submitted certifications and representations with respect to each such contract that were in all material respects accurate, current and complete when submitted, and were properly updated in all material respects to the extent required by applicable laws and regulations or the particular contract.

(f)The Company has not been notified of any warranty claims relating to any Government Contract other than in the Ordinary Course of Business.

(g) The Company has not received notice of any unfavorable past performance assessments, evaluations, or ratings relating to any Government Contract and the Company has not received any written notice that monies due under any Government Contract are or may be subject to withholding or set off.

28

(h)During the past three (3) years, the Company has not been or is not now being audited or investigated by any Governmental Authority in respect of any Government Contract for any reason.

(i)To the Knowledge of the Sellers, neither the Company nor any of its directors or employees, has knowingly or recklessly provided materially false or misleading information with respect to the Company, or with respect to any of any of its directors, shareholders or employees, in connection with the procurement of, performance under, or renewal of, any Government Contract or security clearance.

(j)No Government Contract has been totally or partially terminated for default or for the convenience of any Governmental Authority.

(k)During the past three (3) years, the Company has not been suspended from doing business with any Governmental Authority, nor has any such suspension been threatened or commenced. The Sellers are not aware of any circumstances that could reasonably constitute the basis for such suspension.

(l)To the Knowledge of the Sellers, no director, employee, agent, consultant or representative of the Company is in receipt or possession of any competitor’s or Governmental Authority’s confidential or proprietary information under circumstances where the Company would have reason to believe that such receipt or possession is unlawful or unauthorized.

(m) There is not, under any Government Contract, any existing default or breach by the Company, or any event, condition or act (including the consummation of the transactions contemplated by this Agreement and the change in control of the Company engendered thereby) which (i) would constitute a default under, or a breach of, any provision of such Government Contract or (ii) would permit the acceleration of the obligations of the Company, the creation of an Encumbrance upon any of the Company’s assets, or the suspension or termination of the whole or a portion of the Government Contract by the Governmental Authority.

(n)To the Knowledge of the Sellers, the consummation of the transactions contemplated by this Agreement, including the change of control engendered thereby, will not have a Material Adverse Effect on the Company’s ability to procure new Government Contracts.

5.20.Inventory. All material inventories that are reflected in the books of the Company are in good and merchantable condition in all material respects and are suitable and usable in the Ordinary Course of the Business for the purposes for which they are intended.

5.21.Accounts and Notes Receivable/Payable. All receivables reflected in the Financial Statements or arising from the date thereof until the Closing Date have been or will have been, generated by the Company in the Ordinary Course of Business consistent with Past Practice, and reflect or, on the Closing Date, will reflect, a bona fide obligation for the payment of goods or services provided by the Company.

29

5.22.Insurance. Immediately prior to the Closing, the assets, properties and operations of the Company were insured under various policies of insurance. The Sellers have delivered or otherwise made available to Purchaser previously complete and correct copies of such insurance policies. All such policies are in full force and effect, no notice of cancellation has been received, and there is no existing material default or event which would constitute a material default, by any insured hereunder. To the Knowledge of the Sellers, there currently is no basis for an insurance claim by the Company under any of such policies.

5.23.Product Warranties, Defects and Liabilities. There exists no pending or, to the Knowledge of the Sellers, threatened, action or investigation by any Governmental Authority, relating to any product developed, designed, distributed, sold or licensed by the Company and alleged to have been defective or produced in breach of any express or implied product warranty, and, to the Knowledge of the Sellers, there exists no latent defect in the design or manufacture of any of the products of the Business. There exists no pending or, to the Knowledge of the Sellers, threatened, product liability or warranty claims against the Company, except to the extent reserved for specifically on the Balance Statement, and to the Knowledge of the Sellers, there is no reasonable basis for any such inquiry, action, proceeding, investigation or claim. Except as set forth in Schedule 5.23, with regard to the Company’s IP Cores, operational systems and miscellaneous Software, there are no express product or service warranties relating to the Company’s products or services.

5.24.Affiliate Transactions. Except for the Sellers’ Employment Agreements, the Company is not a party to, or bound by, any Contract with any Affiliate, including the Sellers, other than on arms-length terms which are no less favorable to the Company than those which could be obtained with a third party which is not an Affiliate. No Affiliate of the Company owns or otherwise has any rights to or interests in any of the Company’s properties and assets, including, without limitation, the Intellectual Property.

5.25.Customers and Suppliers. Except as described in Schedule 5.25, there are no Contracts to which the Company is a party under the terms of which (i) the Company is obligated to purchase any product or services from, or sell any product or services to, any other Person on an exclusive basis with respect to any geographic area or group of potential customers; or (ii) any other Person is similarly obligated to the Company.

5.26.Illegal Payments. Neither the Company nor any of its directors, or to the Knowledge of the Sellers, any of the Company’s employees or agents has (a) directly or indirectly given or agreed to give any illegal gift, payment or similar benefit to any supplier, customer, governmental official or employee or other Person to assist in connection with any actual or proposed transaction or made or agreed to make any illegal benefit, or reimbursed any illegal political benefit made by any other Person, to any candidate for public office (i) which violates any applicable laws, or reasonably could be expected to subject the Purchaser to any Losses or penalties for any reasons, or (ii) the non-continuation of which has had or might have a Material Adverse Effect (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

30

5.27.Company Documents and Financial Records. The shareholder register, minutes from the shareholders’ meetings and board meetings of the Company and all financial records of the Company are complete and correct in all material respects and have been maintained by the Company in accordance with sound business practices, applicable laws and the Accounting Principles and requirements, and no notice has been received or allegation made that the shareholder register, minutes from the shareholders’ meetings and board meetings of the Company or financial records are incorrect or should be rectified.

5.28.Backlog. Schedule 5.28 sets forth, truly and accurately, the backlog of orders for the products and services of the Company as of June 1, 2008. The backlog is based on valid and existing orders received from customers of the Company. None of the orders included in the backlog have been cancelled, and, to the Knowledge of the Sellers, no customer is intending to cancel any of such orders.

5.29.Disclosure. The representations and warranties contained in this Article V (including the Schedules and exhibits hereto) do not contain any untrue statement of a material fact or omit to state any material fact necessary, in light of the circumstances in which they were made and taking into account the express limitations set forth in each such representation and warranty, to make such representations and warranties not misleading.

5.30 Due Diligence Information.

(a)The Due Diligence Information described in Schedule 5.30 has been compiled in good faith with a view to create a true, accurate and fair portrait of the Company and its prospects and to reflect the Sellers’ Knowledge that there are no facts and circumstances relating to the affairs of the Company that have not been disclosed to the Purchaser and which, if disclosed, would reasonably be expected to influence the decision of a prudent purchaser to purchase the Shares on the terms or for the purchase price set forth in this Agreement.

(b)The Purchaser and its representatives and advisors have conducted a due diligence review of the Company and have been provided with, and have had the opportunity to review, the Due Diligence Information. The Purchaser shall not be entitled to bring an indemnification claim against the Sellers based on a breach of any of the Sellers’ representations in this Article V, and the Sellers shall not be obliged to be liable for such a claim, if, on the basis of the Due Diligence Information, the Purchaser, at the time of Closing, had knowledge that the representation on which such claim is based, was untrue or inaccurate in the manner and to the extent claimed by the Purchaser in its claim for indemnification.

31

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers as follows:

6.1.Organization and Qualification. Purchaser is duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite power and authority to own and operate its properties and to carry on its businesses as now being conducted. Purchaser is duly qualified or licensed to do business in those jurisdictions in which the property owned or operated by it makes such qualification or licensing necessary.

6.2.Authority Relative to this Agreement. Purchaser has the necessary corporate power and authority to execute and deliver this Agreement and the Related Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a valid, legal and binding agreement of Purchaser enforceable against Purchaser in accordance with its terms.

6.3.Consents and Approvals; No Violations. Neither the execution and performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Purchaser or any of the terms or provisions of any Contract to which Purchaser is a party or (ii) violate any applicable laws binding on Purchaser except for breaches or defaults which would not have a material adverse effect on Purchaser or an adverse effect on the ability of Purchaser to enter into its obligations under this Agreement or any of the Related Documents.

ARTICLE VII

COVENANTS

7.1.Reasonable Best Efforts. Subject to the terms and conditions herein provided, each of the Parties hereto agrees to use its commercially reasonable best efforts to take or cause to be taken all actions reasonably necessary under applicable laws to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date any further action is necessary to carry out the purpose of this Agreement then the Sellers and proper representatives of the Purchaser, as the case may be, shall take all such necessary action.

7.2Tax Matters. The Purchaser shall have control over the Audit of any Tax Return of the Company for any period (or portion thereof) ending on or before the Closing Date at the Sellers’ expense; provided, however, that the Purchaser shall not compromise, settle or otherwise resolve any such Audit without the prior written consent of the Sellers (which consent shall not be unreasonably withheld). The Sellers shall cooperate with the Purchaser with respect of any such Audit. For purposes of this Section 7.2, “Audit” shall mean any audit, examination or investigation of a Tax Return or with respect to Taxes, including any appeal therefrom and any litigation before any Governmental Authority relating thereto.

32

7.3.Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Sellers and their representatives reasonable access, during normal business hours without unreasonably interfering with the operations of the Company, to relevant books, records, contracts and documents of or pertaining to the Company and shall cooperate with the Sellers in connection with tax audits and investigations of the Sellers conducted by any Governmental Authority, and the preparation of Tax Returns by the Sellers relating to periods of time prior to the Closing Date. The Sellers will keep strictly confidential all such material and information that it receives from the Company and will not use such information except in connection with Audits, investigations and other tax related matters.

7.4. Confidentiality.

(a) For the duration of seven (7) years from the Closing Date or such longer period as may be prescribed in the Sellers Employment Agreements, the Sellers will keep secret and not otherwise use for their own benefit or the benefit of any Person all confidential information of the Company and its Businesses (to the extent the relevant circumstances are not publicly known or no statutory obligation for publication exists).

(b) The Parties will keep strictly confidential all knowledge received in the context of the negotiation and the conclusion of this Agreement about each other and the respective related companies and will not disclose such knowledge to any third Person, except if such disclosure is absolutely required by law.

7.5Company Documents. The share register shall be delivered to the Purchaser on or before the Closing, and the complete and correct minutes from shareholders’ meetings and meetings of the board of directors, financial and other corporate records of the Company shall be transferred to the Purchaser by the Sellers on or before the Closing Date.

ARTICLE VIII

NON-COMPETITION; NON-SOLICITATION

8.1.Non-Competition and Non-Solicitation

(a)Each of the Sellers agrees that in consideration of the payments made to him (or the Habinc Group) in connection with the sale of the Shares pursuant to this Agreement, for a period commencing on the Closing Date and continuing, at a minimum, until the longer of (A) four (4) years from the Closing Date or (B) twenty-four (24) months from the termination of his employment with the Company (the “Sellers’ Restricted Period”), he shall not, directly or indirectly, without the prior written consent of the Purchaser (A) offer or sell any products or services, or participate in any business which offers or sells any products or services, which compete in any geographic area of the Territory (as defined in Section 8.1(c) below) with the products or services offered or sold by the Company now or in the future, or (B) induce or attempt to induce, directly or indirectly, any customer of the Company to cease doing business, in whole or in part, with the Company or solicit the business of any such customer for any products or services which compete with any of the products or services offered or sold by the Company. Participation in a business shall include, but not be limited to, serving as a director, officer, employee, consultant, advisor, agent or representative or having a direct or indirect interest in the business as a shareholder, partner, joint venturer or any other financial interest.

33

Nothing herein shall preclude the Company at any time after the Closing Date from electing, in its sole discretion, to reduce or eliminate the restriction in this Section 8.1(a) with respect to any one or more of the Sellers who are then currently employed by the Company.

(b)Each of the Sellers agrees that, in consideration of the payments to him (or the Habinc Group) in connection with the sale of his Shares pursuant to this Agreement, for the Seller’s Restricted Period he shall not, either on his own account or for any Person, solicit, interfere with, or endeavor to cause any employee of the Company to leave his employment or induce or attempt to induce any such employee to breach his employment agreement with the Company.

(c)For purposes of this Article VIII, a “Territory” shall mean Europe, the United States and any other country or place where the Company is engaging or has engaged in business in any material respect at any time during the Sellers’ Restricted Period.

(d)Each of the Sellers acknowledges that both the geographic scope and length of the restrictions imposed on him hereunder are fair and reasonable in the circumstances and are necessary and fundamental to the protection of the Business of the Company.

8.2Remedies. Each of the Sellers agrees that if he contravenes the prohibitions contained in Sections 8.1(a) or 8.1(b), he shall pay as a penalty for each such violation an amount equal to the sum of $250,000 USD, and that if, as a consequence of the violation of such prohibitions, the Losses suffered by the Company exceed such penalty, the Purchaser and the Company shall be entitled, pursuant to the provisions of Article IX hereof, to recover additional compensation from the Sellers involved equal to such excess amount.

8.3.Injunctive Reliefs. Each of the Sellers acknowledges that the covenants contained in this Article VIII are a material and necessary inducement for the Purchaser to agree to the transactions contemplated hereby, that the Sellers have realized significant monetary benefit from these transactions, that violation of any of the covenants contained in this Article VIII will cause irreparable and continuing damage to the Purchaser, that the Purchaser shall be entitled to seek injunctive reliefs from any court of competent jurisdiction restraining any further violation of such covenants, and that such injunctive reliefs shall be cumulative and in addition to any other rights or remedies to which the Purchaser may be entitled as set forth in Section 8.2 or otherwise.

34

8.4.Severability. In case any of the terms or provisions contained in this Article VIII shall for any reason be held invalid, illegal or unenforceable, it shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted to the extent required by applicable laws, and such modification or deletion shall not affect the validity of the other terms or provisions of this Article VIII. In addition, if any of the restrictions contained in this Article VIII shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the Parties contemplate and agree that such restrictions shall be modified and shall be enforced to the full extent compatible with applicable laws.

ARTICLE IX

SURVIVAL OF REPRESENTATIONS & WARRANTIES;

INDEMNIFICATION

9. Survival of Representations and Warranties; Indemnification.

9.1.Survival of Representations and Warranties. Except as otherwise expressly provided in this Agreement, all representations and warranties made hereunder or in connection with the transactions contemplated hereby shall not terminate, but shall survive the Closing and continue in effect until two (2) years following the Closing Date, except that the representations and warranties contained in: (a) Section 5.4 shall continue indefinitely; (b) Section 5.7 shall continue until three months after the date such Tax has been finally and irrevocably determined; (c) Section 5.16 shall continue for a period of four (4) years from the Closing Date; and (d) Section 5.15 shall continue for a period of six (6) years from the Closing Date; provided, however, that, in each case, any such representation or warranty as to which a claim shall have been asserted during such survival period shall continue in effect until such time as such claim shall have been resolved or settled.

9.2.Survival of Covenants and Agreements. Except as expressly provided in this Agreement, all covenants and agreements made hereunder or in connection with the transactions contemplated hereby shall not terminate but shall survive the Closing indefinitely, limited only by the applicable statutes of limitation governing the assertion of a claim for a breach thereof.

9.3. General Indemnification by Sellers. Subject to Section 9.9 hereof, the Sellers, jointly and severally, agree to indemnify and hold harmless the Company and the Purchaser, and their respective successors and assigns from and against any Losses, including, where applicable, interest thereon determined at the Applicable Rate calculated from the earliest date permitted under applicable law until the date of payment, which are caused by or arise out of: (a) any breach or default in the performance by the Sellers of any covenant or agreement of the Sellers contained herein or in any document delivered pursuant hereto; (b) any breach of warranty or representation made by the Sellers contained herein, or in any document delivered pursuant hereto, without regard to materiality other than under Section 5.11, and (c) any and all actions, suits, proceedings, claims, demands, judgments, reasonable costs and expenses (including reasonable legal fees) incident to any of the foregoing. To the extent that the Company or the Purchaser receives an indemnification under any insurance policy, any amount to which the Purchaser or the Company otherwise would be entitled hereunder shall be reduced accordingly by the amount of such insurance indemnification payment.

35

9.4General Indemnification by Purchaser. Subject to Section 9.9, Purchaser agrees to indemnify and hold harmless the Sellers and their respective heirs, successors and assigns from and against any Losses including, where applicable, interest thereon determined at the Applicable Rate calculated from the earliest date permitted under Applicable Law until the date of payment, which are caused by or arise out of: (a) any breach or default in the performance by Purchaser or the Company of any covenant or agreement of the Purchaser contained herein or in any certificate or instrument delivered pursuant hereto; (b) any breach of warranty or representation made by Purchaser contained herein or in any certificate or instrument delivered pursuant hereto; and (c) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing. To the extent that the Sellers receive an indemnification under any insurance policy, any amount to which the Sellers otherwise would be entitled hereunder shall be reduced accordingly by the amount of such insurance indemnification payment

9.5.Specific Indemnification by Sellers. Subject to Section 9.9 to the extent applicable, the Sellers shall indemnify and hold harmless the Purchaser and the Company from and against any and all Losses incurred or suffered by the Purchaser or the Company as a result of, or which relate to, or arise from, any of the following:

(a)any Liabilities arising out of, or relating to, the resignation of Edwin Catovic and the sale of his equity interest in the Company in connection therewith; and

(b)any Tax or other Liabilities arising out of, or relating to, any transfers of the Shares by any of the Sellers to Persons owned or controlled by them.

9.6. Procedure; Notice of Claims.

(a)Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement or document executed in connection herewith upon which such claim is based; provided that a Claim Notice in respect of any legal action by or against a third party as to which indemnification will be sought shall be given promptly after the action is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure.

36

(b)The Indemnifying Party shall have thirty (30) days after the giving of any Claim Notice pursuant hereto (the “Waiting Period”) to (i) agree to the amount or method of determination of the claim set forth in the Claim Notice and to the payment of such amount to the Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). If the Indemnifying Party and the Indemnified Party are unable to reach an accord regarding all of the claims asserted in the Claim Notice within thirty (30) days after the Indemnified Party’s receipt of the Dispute Notice (the “Negotiation Period”), the Indemnified Party may commence such action as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IX subject to Section 11.5 of this Agreement. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the claim in the Claim Notice.

9.7.Procedure - Third Party Claims.

(a)Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (“Third Party Claim”), such Indemnified Party will, if a claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such claim (together with copies of any legal papers served), provided, however, that the failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually prejudiced by such failure.

(b)The Indemnified Party shall take such action, at the Indemnifying Party’s expense, as the Indemnifying Party may reasonably request to avoid dispute, or appeal, settle or defend such Third Party Claim; provided, however, that the Indemnified Party shall not, and shall use commercially reasonable efforts to procure that the Company shall not, accept or pay or settle or make any submission in respect of such claims, without the Indemnifying Party’s prior consent thereto, which shall not be unreasonably withheld.

(c)Provided that it acknowledges in writing its obligation to indemnify the Indemnified Party, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim at its expense, provided that (x) in the reasonable judgment of the Indemnified Party, the Indemnifying Party has adequate resources to undertake such defense and satisfy any indemnifiable Losses arising from such Third Party Claim and (y) the selection of counsel is approved by the Indemnified Party, which approval will not be unreasonably withheld. If the Indemnified Party determines that the Indemnifying Party does not have adequate resources or the Indemnifying Party fails to make such an election within twenty (20) days after it receives notice pursuant to Section 9.7(a), the Indemnified Party shall have the right to defend such Third Party Claim at the expense of the Indemnifying Party. The Indemnified Party, at its own expense, shall have the right to retain its own counsel and participate in the defense of a Third Party Claim defended by the Indemnifying Party.

37

(d)If the Indemnifying Party assumes the defense of a Third Party Claim, (A) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent which will not be unreasonably withheld, unless (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) the compromise or settlement includes a complete release of the Indemnified Party, and (iii) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party.

(e) Notwithstanding the foregoing, if a remedy sought under a Third Party Claim is for injunctive or other non-monetary relief for which an Indemnified Party may be liable, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend or settle such proceeding at the Indemnifying Party’s cost and expense; provided,however, such Third Party Claim may not be settled without the Indemnifying Party’s consent, which will not be unreasonably withheld.

(f) With respect to any obligations of an Indemnifying Party and an Indemnified Party which arise pursuant to the provisions of this Article IX, the Indemnifying Party and the Indemnified Party agree to cooperate with each other as reasonably requested by the other.

9.8 Remedies. Except as otherwise may be provided in this Agreement, the sole and exclusive remedy of the parties for breach of representations and warranties contained in Articles V and VI of this Agreement shall be restricted to the indemnification rights set forth in this Article IX. Accordingly, the parties agree that the Swedish Sale of Goods Act (1990.931) shall not apply to this Agreement, and, except as otherwise provided in this Agreement, a deduction of the Purchase Price is the only consequence that can be claimed by the Purchaser due to the Sellers’ breach of the representations and warranties in Article V of this Agreement.

9.9. Certain Limitations.

(a)Each Party’s aggregate liability for indemnification for the breach of any representation or warranty made in this Agreement or in any Related Document shall not exceed an amount equal to fifty (50%) percent of the Purchase Price paid by the Purchaser including the amount of Earn Out Payments which the Sellers have earned and otherwise would be entitled to be paid (the “Liability Cap”), with the exception of Section 5.7 (Taxes) where the Sellers’ liability is limited to the total Purchase Price.

38

(b)The Sellers shall not be liable for Losses under Section 9.3 (b) unless and until such Losses exceed $200,000 USD, in the aggregate, without taking into account materiality other than under Section 5.11 (the “Sellers Basket Amount”), it being understood that once the amount of the Loss (or Losses) equals or exceeds the Seller Basket Amount, the Purchaser shall be entitled to be indemnified on a dollar for dollar basis for the full amount of the Loss including the Sellers Basket Amount. For the avoidance of doubt, the Sellers Basket Amount shall not apply to any claims for indemnification other than those pursuant to Section 9.3(b), including the breach or non-fulfillment of any covenant in this Agreement or any other breach of this Agreement that is not a breach of the representations and warranties in Article V, and any claims for indemnification pursuant to Section 9.5. No individual claim for indemnification under Section 9.3 (b) shall be valid and assertable unless it is for an amount in excess of $20,000 USD; provided, however, that to the extent that individual claims are related to one another, they may be aggregated for the purposes of meeting such $20,000 threshold.

(c)The Purchaser shall not be liable for Losses under Section 9.4(b) unless and until such Losses exceed $200,000 in the aggregate (the “Purchaser Basket Amount”), it being understood that once the amount of the Loss (or Losses) equals or exceeds the Purchaser Basket Amount, the Sellers Indemnified Parties shall be entitled to be indemnified on a dollar for dollar basis for the full amount of the Loss, including the Purchaser Basket Amount. For the avoidance of doubt, the Purchaser Basket Amount shall not apply to any claims for indemnification other than those pursuant to Section 9.4(b), including the breach or non-fulfillment of any covenant in this Agreement or any other breach of this Agreement that is not a breach of the representations and warranties in Article VI.

(d) It is agreed that for the purpose of making a claim for indemnification, the expiration of any one survival period, as set forth in Section 9.1, of certain representations and warranties, shall not affect the ability to make any claim for indemnification hereunder under any other representations and warranties still surviving; provided, however, that no Party shall be entitled to make a claim for indemnification more than once on account of the same facts and circumstances.

ARTICLE X

SETTLEMENT OF CLAIMS AND ESCROW

10.1. Priorities of Payment. Compensation for a claim by the Purchaser or the Company for breach of any of the warranties, covenants or agreements made or to be performed by the Sellers under this Agreement, shall be paid as follows: first, from the Escrow Account in accordance with the Escrow Agreement; second, should the amount available in the Escrow Account not be sufficient to settle the entire Loss due by the Sellers to the Purchaser Indemnified Parties, then by way of offset against any Earn Out Payments that the Sellers already have earned and are then actually entitled to but are not yet paid; and third, if there is still a deficiency, the Sellers shall pay the remainder of such Loss directly to the Purchaser upon demand.

39

10.2.Escrow Claim Payments.

(a)If the Purchaser has asserted a claim in accordance with Section 9.6 above that is agreed to or not timely disputed by the Sellers, the Purchaser and the Sellers shall upon the sooner of such agreement or within five (5) Business Days following the elapse of the Waiting Period, jointly instruct the Escrow Agent to pay the amount of such claim to the Purchaser (together with the interest that has accrued on such amount during the period it has been deposited on the Escrow Account) to the extent requisite funds are available in the Escrow Account to cover such claim and interest.

(b) The Escrow Agent shall be entitled to act in accordance with any award made and entered by the Arbitration Tribunal which determines those of the Purchaser’s claims that have been disputed by the Sellers, and to authorize the making or withholding of the Escrow Account in accordance therewith. If Purchaser and Sellers should settle or resolve, in whole or in part, the dispute with respect to such claim or claims, a memorandum setting forth such accord shall be prepared and signed by each of the Parties and furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and to distribute or deliver the Escrow Account in accordance with the terms thereof.

10.3Outstanding Claims. Once asserted, a claim shall be deemed to be an “Outstanding Claim” until finally resolved in accordance with the terms of this Agreement.

10.4Distributions Out of the Escrow Account.

(a)Upon the first anniversary of the Closing Date(the“First Distribution Date”), the Purchaser and the Sellers shall jointly instruct the Escrow Agent to release and return promptly to the Sellers in accordance with the Sellers’ Allocations, that amount of the Escrow Account which reduces the Escrow Account then to be held by the Escrow Agent to $2,500,000 USD plus such additional amounts as may be reasonably required to satisfy all of the Sellers’ liability in respect of any Outstanding Claims. If, on the First Distribution Date, the balance of the Escrow Account is less than the amount calculated pursuant to the preceding sentence, no distribution to Sellers shall be made.

(b)After the elapse of eighteen (18) months from the Closing Date,(the “Second Distribution Date”), the Purchaser and the Sellers shall jointly instruct the Escrow Agent to release and return promptly to Sellers in accordance with the Sellers’ Allocations, that amount of the Escrow Account which reduces the Escrow Account then to be held by the Escrow Agent to $1,250,000 USD plus such additional amounts as may be reasonably required to satisfy all of the Sellers= liability in respect of any Outstanding Claims. If, on the Second Distribution Date, the balance of the Escrow Account is less than the amount calculated pursuant to the preceding sentence, no distribution to Sellers shall be made.

40

(c)Upon the elapse of twenty-four (24) months from the Closing Date, the Purchaser and the Sellers shall jointly instruct the Escrow Agent to pay to the Sellers that amount of the remaining portion of the Escrow Account in excess of such amount as may be required to satisfy all of the Sellers= liability with respect to any Outstanding Claims. As soon as all Outstanding Claims have been resolved, the Purchaser and the Sellers shall jointly instruct the Escrow Agent to pay to the Sellers according to the Sellers’ Allocations, the remaining portion of the Escrow Account not required to satisfy the Sellers= liability under Article IX.

10.5.Purchaser’s Right of Offset. The Purchaser always shall have the right to withhold and then set-off against any Earn Out Payments payable or to be paid to Sellers, the amount of any valid claim for indemnification asserted by the Purchaser to the extent that such claim exceeds the amount of the balance in the Escrow Account.

ARTICLE XI

MISCELLANEOUS

11.1.Entire Agreement; Assignment; Amendments and Waivers.

(a)This Agreement and the Related Documents (together with all documents referencing to or referred to in it or otherwise executed at the Closing Date in relation hereto) constitute the entire agreement between the Parties in relation to its subject matter and replaces and extinguishes all prior agreements between the Parties with respect to such subject matter.

(b)Neither Party shall have the right to assign this Agreement without the prior written consent of the other Party.

(c)This Agreement may not be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may not be waived, except by a written instrument executed by all of the Parties hereto, or in the case of a waiver, by the Party waiving compliance. Any waiver by any Party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.

11.2.Validity.If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable by a Governmental Authority, then the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable.

41

11.3.Notices. All notices and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to each other party as follows:

if to Purchaser:	Aeroflex Incorporated
	Att: Leonard Borow, President and CEO
	35 South Service Road
	PO Box 6022
	Plainview, New York 11803
	Telecopier: (516) 694-0658
with copies to:	Moomjian, Waite, Wactlar & Coleman, LLP
	Attn: Edward S. Wactlar, Esq.
	100 Jericho Quadrangle
	Jericho, York, NY 11753
	Telecopier: (516) 937-5050
	Mannheimer Swartling Advokatbyrå AB
	Attn: Johan Ljungberg
	Box 2235,
	SE-403 14 Göteborg
	Sweden
	Telecopier: +46 31-355 16 01
if to Sellers:	Jiri Gaisler
	Molinsgatan 19
	41133 Gothenburg
	Sweden
	Per Danielsson
	Första Långgatan 6
	41303 Gothenburg
	Sweden
	Aktiebolaget Grundstenen 121346 changing name
	to Habinc Invest AB
	Bassåsv’gen 24
	43655 Hovås
	Sweden

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

42

11.4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Sweden, without regard or giving effect to the principles of conflicts of law thereof.

11.5. Disputes. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “Rules”) by three (3) arbitrators appointed in accordance with the said Rules; provided, however, that any disputes arising under Sections 3.2 or 3.3 shall be settled by only one (1) arbitrator pursuant to, and using, the Simplified Procedure of such Rules. The place of arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be in English. Nothing herein shall prevent either Party from seeking injunctive relief or specific performance from any court of competent jurisdiction as contemplated by the terms of this Agreement, and/or otherwise as necessary to obtain execution of any arbitration decision or award.

11.6.Expenses. All fees and expenses, including but not limited to legal fees and expenses, incurred by a Party in connection with the negotiations, preparation, execution and implementation of any documents necessary to give effect to the matters which are intended to take place under the terms of this Agreement and the Related Documents shall, unless otherwise agreed in writing, be borne by the incurring Party.

11.7.Specific Performance.The Parties hereby acknowledge and agree that the failure of any Party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the transactions contemplated hereby, will cause irreparable injury to the other Parties, for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby consents to the right of any other to seek the issuance of injunctive relief by any Governmental Authority having competent jurisdiction to compel performance of such Party’s obligations and to the granting by any such Governmental Authority of the remedy of specific performance of its obligations hereunder.

_________________

[Signature page follows]

43

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

AEROFLEX INCORPORATED Aktiebolaget Grundstenen 121346 changing name to Habinc Invest AB

By:	/s/ Charles Badlato	/s/ Sandi Habinc
Name:	Charles Badlato	By:	Sandi Habinc
Title:	VP-Treasurer

/s/ Per Danielsson	/s/ Sandi Habinc
Per Danielsson	Sandi Habinc

/s/ Jiri Gaisler

Jiri Gaisler

44

EX-10.26

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) made effectively as of the ___ day of July, 2008 by and between Aeroflex Incorporated, a Delaware corporation ( together with its successors and assigns, the ACompany@) and Charles Badlato (hereinafter the AEmployee@).

W I T N E S S E T H:

WHEREAS, the Company and Employee entered into an Employment Agreement dated November 6, 2003 (hereinafter the AEmployment Agreement@); and

WHEREAS, the initial Term of Employment per the Employment Agreement was to be three years commencing on November 6, 2003 and terminating on the third anniversary thereof, but otherwise, per the terms of the Employment Agreement, was continued for successive one year periods thereafer; and

WHEREAS the Company and the Employee desire to modify the Employment Agreement, as amended, as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Section 7 shall be amended and restated to read as follows:

(a)The Employee shall participate in all employee benefit plans and programs for which he is eligible and which are made available to the Company's executive officers and other employees generally, as such plans or programs may be in effect from time to time, including, without limitation, pension and other retirement plan, profit-sharing plans, savings and similar plans, group life insurance, accidental death and dismemberment insurance, travel accident insurance, hospitalization insurance, surgical insurance, medical insurance, dental insurance, short-term and long-term disability insurance, sick leave (including salary continuation arrangements), vacations, holidays and any other employee benefit plans or programs that may be sponsored by the Company from time to time, including any plans that supplement the foregoing types of plans, whether funded or unfunded.

(b) Retirement Benefit

(i) A “Change of Control” having occurred on August 15, 2007, (the “Change of Control Date”), if the Employee’s employment is terminated for any reason prior to August 15, 2008 (the “Determination Date”), the Employee shall be entitled to the benefits provided under the Aeroflex Incorporated Supplemental Executive Retirement Plan, as amended and restated (the “SERP”), payable in a lump sum payment equal to the then present value of the Employee’s lifetime benefit under, and calculated pursuant to Section 3.4 of, the SERP; provided, however, that, per the Third Amendment of the SERP, as of August 31, 2007, the Employee’s accrued benefit under the SERP shall be frozen as therein provided (i. e., per Sections 1.9 and 1.12 of the SERP, respectively, as amended, only Final Average Pay (including annual bonuses earned for fiscal 2007) and Service shall be taken into account in computing the Employee’s benefit under the SERP).

(ii) Provided that the Employee remains and is employed until and on the Determination Date, the Employee shall receive a payment in the amount of $2,968,833 (the “Benefit Payment”) in full consideration and settlement of any benefits to which the Employee otherwise would be entitled under the SERP, payable upon the earliest to occur of: (x) the termination of the Employee’s employment for any reason, (y) a Change of Control, or (z) January 5, 2009, and increased from the Change of Control Date through the date of payment by interest at the rate of 6%, compounded annually.

(iii) Except as otherwise may be required by Section 3.4 of the SERP and the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, any payments to be made under this Section 7(b) shall be paid no later than the 90^th day following the applicable triggering event.

2. Section 8 (a) shall be amended and restated to read as follows:

(a) General. Except as otherwise provided in this Agreement, in the event of termination of the Employee's employment under this Agreement, he, his dependents or his Beneficiary, as may be the case, shall be entitled to receive benefits under the Company's employee benefit plans and the Retirement Benefit described, respectively, in Sections 7 (a) and 7 (b) above, in accordance with the applicable terms and conditions of each plan or as otherwise provided, and reimbursement of any business expenses incurred by the Employee but not yet paid to him.

3.Except as specifically provided in this Amendment No.1, the Employment Agreement in all other respects is hereby ratified and confirmed without amendment.

2

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

AEROFLEX INCORPORATED
By:	/s/ Leonard Borow
	Leonard Borow President and Chief Executive Officer
	/s/ Charles Badlato
	Charles Badlato

3

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In thousands)

	Predecessor									Successor			Successor
							Period			Period
							July 1,			August 15,			Three
							2007			2007			Months
	Years Ended June 30,						through			through			Ended
							August 14,			June 30,			September 30,
	2006			2007			2007			2008			2008
Earnings:
Income (loss) from continuing operations before income taxes	$	54,288		$	33,729		$	(21,239	)	$	(139,531	)	$	(17,251	)
Add:  fixed charges		3,781			3,848			584			76,810			21,662
Total adjusted earnings (loss)	$	58,069		$	37,577		$	(20,655	)	$	(62,721	)	$	4,411
Fixed Charges:
Interest expense	$	543		$	585		$	58		$	71,144		$	20,026
Amortization of deferred financing costs		65			87			217			3,514			1,189
Rentals at computed interest factor (1)		3,173			3,176			309			2,152			447
Total fixed charges	$	3,781		$	3,848		$	584		$	76,810		$	21,662
Ratio of Earnings to Fixed Charges*		15.4	x		9.8	x		*			*			*

(1)  Amounts represent one-third of rent expense which we believe to be representative of the interest factored in these rentals.

* The deficit of earnings to fixed charges was $21.2 million for the period July 1, 2007 through August 14, 2007, $139.5 million for the period August 15, 2007 through June 30, 2008, and $17.3 million for the three months ended September 30, 2008.

EX-21.1

Aeroflex Subsidiaries
Name	Jurisdiction of Incorporation
Aeroflex Plainview, Inc.	Delaware
Aeroflex High Speed Test Solutions, Inc.	Delaware
Aeroflex Colorado Springs, Inc.	Delaware
Aeroflex Wichita, Inc.	Delaware
IFR Systems, Inc.	Delaware
IFR Finance, Inc.	Kansas
Aeroflex Microelectronic Solutions, Inc.	Michigan
Aeroflex/Inmet, Inc.	Michigan
Aeroflex/KDI, Inc.	Michigan
Aeroflex/Metelics, Inc.	California
Aeroflex/Weinschel, Inc.	Michigan
MicroMetrics, Inc.	New Hampshire
Aeroflex Bloomingdale, Inc.	New York
AIF Corp.	Delaware
Aeroflex International Inc.	Delaware
Aeroflex Properties Corp.	New York
Comar Products Inc.	New Jersey
MCE Asia, Inc.	Michigan
Aeroflex International Ltd.	England
Aeroflex Burnham Ltd.	England
Aeroflex Cambridge Ltd.	England
Aeroflex Test Solutions Ltd.	England
Aeroflex Asia Pacific Ltd.	England
Aeroflex Microelectronics (Nanjing) Co. Ltd.	China
Aeroflex Asia Ltd.	China
Aeroflex France SAS	France
Gaisler Research AB	Sweden
Europtest SAS	France
Aeroflex Technologies., SA	Spain
Aeroflex GmbH	Germany
Aeroflex SRL	Italy
Aeroflex SARL	Luxembourg

EX-23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Aeroflex Incorporated:

We consent to the use of our report dated October 17, 2008 included in the registration statement on Form S-4 and to the reference to our firm under the heading “Experts” in the prospectus.  Our report refers to the adoption of the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, effective July 1, 2007, the provisions of Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, effective June 30, 2007, the provisions of Statement of Financial Accounting Standard No. 123(R), Share-Based Payment, effective July 1, 2005, and the provisions of FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, effective June 30, 2006.

/s/ KPMG LLP

Melville, New York

December 10, 2008

EX-25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)           o

___________________________

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

___________________________

Aeroflex Incorporated

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	11-1974412 (I.R.S. employer identification no.)
35 South Service Road P.O. Box 6022 Plainview, New York (Address of principal executive offices)	11803 (Zip code)

Aeroflex Colorado Springs, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	84-0822182 (I.R.S. employer identification no.)
4350 Centennial Blvd. Colorado Springs, Colorado (Address of principal executive offices)	80907 (Zip code)

Aeroflex High Speed Test Solutions, Inc.

(Exact name of obligor as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	26-2570692 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

Aeroflex/Inmet, Inc.

(Exact name of obligor as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	38-3178661 (I.R.S. employer identification no.)
300 Dino Drive Ann Arbor, Michigan (Address of principal executive offices)	48103 (Zip code)

Aeroflex/KDI, Inc.

(Exact name of obligor as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	38-3283270 (I.R.S. employer identification no.)
60 South Jefferson Road Whippany, New Jersey (Address of principal executive offices)	07981 (Zip code)

Aeroflex/Metelics, Inc.

(Exact name of obligor as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	94-2532962 (I.R.S. employer identification no.)
975 Stewart Drive Sunnyvale, California (Address of principal executive offices)	94086 (Zip code)

Aeroflex Microelectronic Solutions, Inc.

(Exact name of obligor as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	86-1079255 (I.R.S. employer identification no.)
310 Dino Drive Ann Arbor, Michigan (Address of principal executive offices)	48103 (Zip code)

Aeroflex Plainview, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	11-2774706 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

Aeroflex/Weinschel, Inc.

(Exact name of obligor as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	38-3260794 (I.R.S. employer identification no.)
5305 Spectrum Drive Frederick, Maryland (Address of principal executive offices)	21703 (Zip code)

Aeroflex Wichita, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	48-0777904 (I.R.S. employer identification no.)
10200 West York Street Wichita, Kansas (Address of principal executive offices)	67215 (Zip code)

Aeroflex Bloomingdale, Inc.

(Exact name of obligor as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)	11-1735010 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

Aeroflex International Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	66-0361729 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

Aeroflex Properties Corp.

(Exact name of obligor as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)	11-3567221 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

AIF Corp.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	80-0301369 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

Comar Products Inc.

(Exact name of obligor as specified in its charter)

New Jersey (State or other jurisdiction of incorporation or organization)	22-1428789 (I.R.S. employer identification no.)
35 South Service Road Plainview, New York (Address of principal executive offices)	11803 (Zip code)

IFR Finance, Inc.

(Exact name of obligor as specified in its charter)

Kansas (State or other jurisdiction of incorporation or organization)	48-1197644 (I.R.S. employer identification no.)
10200 West York Street Wichita, Kansas (Address of principal executive offices)	67215 (Zip code)

IFR Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	48-1197645 (I.R.S. employer identification no.)
10200 West York Street Wichita, Kansas (Address of principal executive offices)	67215 (Zip code)

MCE Asia, Inc.

(Exact name of obligor as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	38-3601102 (I.R.S. employer identification no.)
310 Dino Drive Ann Arbor, Michigan (Address of principal executive offices)	48103 (Zip code)

MicroMetrics, Inc.

(Exact name of obligor as specified in its charter)

New Hampshire (State or other jurisdiction of incorporation or organization)	02-0404118 (I.R.S. employer identification no.)
54 Grenier Field Road Londonderry, New Hampshire (Address of principal executive offices)	03052 (Zip code)

___________________________

11.75% Senior Notes due February 15, 2015

(Title of the indenture securities)

1.           General information.  Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y.  10045
Federal Deposit Insurance Corporation	Washington, D.C.  20429
New York Clearing House Association	New York, New York   10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd day of December, 2008.

THE BANK OF NEW YORK MELLON
By:	/s/ SCOTT KLEIN
	Name:  SCOTT KLEIN
	Title:    ASSISTANT TREASURER

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		44,129,000
Interest-bearing balances		48,207,000
Securities:
Held-to-maturity securities		7,661,000
Available-for-sale securities		39,616,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		877,000
Securities purchased under agreements to resell		4,598,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		46,218,000
LESS: Allowance for loan and lease losses		324,000
Loans and leases, net of unearned income and allowance		45,894,000
Trading assets		6,900,000
Premises and fixed assets (including capitalized leases)		1,087,000
Other real estate owned		7,000
Investments in unconsolidated subsidiaries and associated companies		858,000
Not applicable
Intangible assets:
Goodwill		5,026,000

Other intangible assets	1,619,000
Other assets	12,220,000
Total assets	218,699,000
LIABILITIES
Deposits:
In domestic offices	103,521,000
Noninterest-bearing	80,077,000
Interest-bearing	23,444,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	67,951,000
Noninterest-bearing	2,259,000
Interest-bearing	65,692,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	4,367,000
Securities sold under agreements to repurchase	76,000
Trading liabilities	5,676,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	12,514,000
Not applicable
Not applicable
Subordinated notes and debentures	3,490,000
Other liabilities	8,209,000
Total liabilities	205,804,000
Minority interest in consolidated subsidiaries	473,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	6,764,000
Retained earnings	6,564,000
Accumulated other comprehensive income	-2,041,000
Other equity capital components	0
Total equity capital	12,422,000
Total liabilities, minority interest, and equity capital	218,699,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Steven G. Elliott Robert P. Kelly | | | Directors

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

AEROFLEX INCORPORATED

OFFER TO EXCHANGE ITS 11.75% SENIOR NOTES DUE FEBRUARY 15, 2015 (THE "NEW NOTES") FOR ALL OF THEIR OUTSTANDING 11.75% SENIOR NOTES

DUE FEBRUARY 15, 2015 (THE "ORIGINAL NOTES")

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                      , 2009 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To:

The Bank of New York Mellon Corporation, Exchange Agent

By Mail: The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7 East New York, N.Y. 10286 Attn: Mr. Randolph Holder By Hand or Overnight Delivery Service: The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7E New York, N.Y. 10286 Attn: Mr. Randolph Holder

By Facsimile Transmission:

(212) 298-1915

(Telephone Confirmation)

(212) 815-5098

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

The Issuer (as defined below) reserves the right, at any time or from time to time, to extend the Exchange Offer at its sole discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. The Issuer shall notify the holders of the Original Notes (as defined below) of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be completed by holders of Original Notes either if certificates are to be forwarded herewith or if a tender of certificates for Original Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer-Book-Entry Transfer." Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in the Prospectus (as defined below) under the caption "The Exchange Offer-Guaranteed Delivery Procedures." See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

           List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) 1       Certificate Number(s)* 2   Aggregate Principal Amount of Original Note(s) 3     Principal Amount Tendered**

* Need not be completed if Original Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a holder will be deemed to have tendered all of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. See Instruction 1.

START HERE

o CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:                                                                Transaction Code Number:

o CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which guaranteed delivery:

If delivered by book-entry transfer, complete the following:

Account Number:                                   Transaction Code Number:

o CHECK HERE IF YOU ARE A PARTICIPATING BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:

Name:

Address:

Ladies and Gentlemen:

The undersigned hereby tenders to Aeroflex, Inc. (the "Issuer"), the aggregate principal amount of Original Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Issuer's Prospectus dated                   , 200__ (as it may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal, which together constitute the Issuer's offer (the "Exchange Offer") to exchange $2,000 principal amount of its 11.75% Senior Notes Due February 15, 2015 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for each $2,000 principal amount of its issued  and outstanding 11.75% Senior Notes Due February 15, 2015, of which $225,000,000 aggregate principal amount was issued on August 7, 2008 and outstanding on the date of the Prospectus (the "Original Notes" and, together with the New Notes, the "Notes"). Capitalized terms which are not defined herein are used herein as defined in the Prospectus.

Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer, all right, title and interest in and to such Original Notes as are being tendered hereby and hereby irrevocably constitutes and appoints the Exchange Agent the attorney-in-fact of the undersigned with respect to such Original Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a)   deliver such Original Notes in registered certificated form, or transfer ownership of such Original Notes through book-entry transfer at the Book-Entry Transfer Facility, to or upon the order of the Issuer, upon receipt by the Exchange Agent, as the undersigned's agent, of the same aggregate principal amount of New Notes; and

(b)   receive, for the account of the Issuer, all benefits and otherwise exercise, for the account of the Issuer, all rights of beneficial ownership of the Original Notes tendered hereby in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Issuer will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the same are accepted by the Issuer.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer—Conditions." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer) as more particularly set forth in the Prospectus, the Issuer may not be required to exchange any of the Original Notes tendered hereby and, in such event, the Original Notes not exchanged will be returned to the undersigned.

By tendering, each holder of the Original Notes who wishes to exchange Original Notes for New Notes in the Exchange Offer represents and acknowledges, for the holder and for each beneficial owner of such Original Notes, whether or not the beneficial owner is the holder, that; (i) the New Notes to be acquired by the holder and each beneficial owner, if any, are being acquired in the ordinary course of business; (ii) neither the holder nor any beneficial owner is an affiliate, as defined in Rule 405 of the Securities Act, of the Issuer or any of the Issuer's subsidiaries; (iii) any person participating in the Exchange Offer with the intention or purpose of distributing New Notes received in exchange for Original Notes, including a broker-dealer that acquired Original Notes directly from the Issuer, but not as a result of market-making activities or other trading activities, will comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the New Notes acquired by such person; (iv) if the holder is not a broker-dealer, the holder and each beneficial owner, if any, are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in any distribution of the New Notes received in exchange for Original Notes.; and (v) if the holder is a broker-dealer that will receive New Notes for the holder's own account in exchange for Original Notes, the Original Notes to be so exchanged were acquired by the holder as a result of market-making or other trading activities and the holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes received in the Exchange Offer. However, by so representing and acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. The undersigned has read and agrees to all of the terms of the Exchange Offer.

The undersigned also acknowledges that the Exchange Offer is being made based on the Issuer’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Sherman & Sterling, dated July 2, 1993, or similar no-action letters, that the New Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquired such New Notes directly from the Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of the New Notes and has no arrangement or understanding with any person to participate in the distribution of such New Notes.

The Issuer has agreed that, subject to the provisions of the Exchange and Registration Rights Agreement entered into in connection with the issuance of the Original Notes, the Prospectus may be used by a Participating Broker-Dealer (as defined below) in connection with resales of New Notes received in exchange for Original Notes, where such Original Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making activities or other trading activities for a period of 180 days after consummation of the Exchange Offer (subject to extension under certain limited circumstances described in the Prospectus). As a result, a Participating Broker-Dealer who intends to use the Prospectus in connection with resales of New Notes received in exchange for Original Notes pursuant to the Exchange Offer must notify the Issuer, or cause the Issuer to be notified, that it is a Participating Broker-Dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under "The Exchange Offer—Exchange Agent."

In that regard, each broker-dealer who acquired Original Notes for its own account as a result of market-making or other trading activities (a "Participating Broker-Dealer"), by tendering such Original Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Issuer of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which cause the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other event specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of New Notes pursuant to the Prospectus until the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Issuer have given notice that the sale of the New Notes may be resumed, as the case may be.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders."

Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original Notes."

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETION.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Original Notes are not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: New Notes and/or Original Notes to:

Name(s):	(Please type or print)
	(Please type or print)
Address:
	Zip Code
Taxpayer Identification Number (Social Security Number or Employer Identification Number)
o Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:
(Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

            To be completed ONLY if certificates for Original Notes are not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal or to such person or persons at an address other than shown above in the box entitled "Description of Original Notes" on this Letter of Transmittal.

Mail: New Notes and/or Original Notes to:

Name(s):	(Please type or print)
	(Please type or print)
Address:
	Zip Code

THIS PAGE MUST BE COMPLETED BY ALL TENDERING HOLDERS

(Complete Accompanying Internal Revenue Service Form W-9 attached

at the end of this Letter of Transmittal)

PLEASE SIGN HERE

SIGNATURE(S) OF OWNER(S) Dated:                            , 2009

Area Code and Telephone Number:

If a holder is tendering any Original Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or on a securities position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity:

Address:

                                                                                                 (Including Zip Code)

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

Dated:                        , 2009

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY PROCEDURES.

This Letter of Transmittal is to be completed by holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption "The Exchange Offer—Book-Entry Transfer." Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiples of $1,000 in excess thereof.

Holders of Original Notes whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuer (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Original Notes, the certificate number or numbers of such Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date the Letter of Transmittal, or facsimile thereof, together with the certificate(s) representing the Original Notes to be tendered in proper form for transfer and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent and (iii) the certificates for all physically tendered Original Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three business days after the Expiration Date.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY ORIGINAL NOTES TO THE ISSUER.

See the section entitled "The Exchange Offer" of the Prospectus for more information.

2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF ORIGINAL NOTES WHO TENDER BY BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS.

Tenders of Original Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled "Description of Original Notes—Principal Amount Tendered." A reissued certificate representing the balance of nontendered Original Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Original Notes to be withdrawn, the aggregate principal amount of Original Notes to be withdrawn and (if certificates for such Original Notes have been tendered) the name of the registered holder of the Original Notes as set forth on the certificate for the Original Notes, if different from that of the person who tendered such Original Notes. If certificates for the Original Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such certificates for the Original Notes, the tendering holder must submit the serial numbers shown on the particular certificates for the Original Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Original Notes tendered for the account of an Eligible Institution. If Original Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under the caption "The Exchange Offer—Book-Entry Transfer," the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawal of Original Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written or facsimile transmission. Withdrawals of tenders of Original Notes may not be rescinded. Original Notes properly withdrawn will not be deemed to have been validly tendered for purposes of the Exchange Offer, and no New Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Properly withdrawn Original Notes may be retendered at any subsequent time on or prior to the Expiration Date by following the procedures described in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering."

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Issuer, any employees, agents, affiliates or assigns of the Issuer, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any Original Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder as promptly as practicable after withdrawal.

3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

If this Letter of Transmittal is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on a securities position listing without any change whatsoever.

If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If any tendered Original Notes are registered in different names on several certificates or securities positions listings, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations.

           When this Letter of Transmittal is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such documents must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s), and the signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority to so act must be submitted.

ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC., OR BY A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (EACH AN "ELIGIBLE INSTITUTION").

SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH ORIGINAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering holders of Original Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. A holder of Original Notes tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account maintained by such person at the Book-Entry Transfer Facility, as the case may be.

5. INTERNAL REVENUE SERVICE FORM W-9.

        The holder tendering Original Notes in exchange for New Notes is required to provide the Exchange Agent with a correct taxpayer identification number ("TIN") on Internal Revenue Service Form W-9, which is provided below. FAILURE TO PROVIDE THE CORRECT INFORMATION ON THE FORM OR AN ADEQUATE BASIS FOR AN EXEMPTION MAY SUBJECT THE HOLDER TO A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE.

WILLFULLY FALSIFYING CERTIFICATIONS OR AFFIRMATIONS MAY RESULT IN CRIMINAL PENALTIES. IN ADDITION, BACKUP WITHHOLDING AT THE RATE OF 28% MAY BE IMPOSED UPON ANY PAYMENTS OF PRINCIPAL OF, AND INTEREST ON, AND THE PROCEEDS OF DISPOSITION OF, A NEW NOTE. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED. Write "Applied For" in the space for the TIN if the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent, if appropriate, will withhold 28% of any payments of principal of and interest on, and the proceeds of disposition of, a New Note until a TIN is provided to the Exchange Agent.

Exempt holders are not subject to backup withholding. To prevent possible erroneous backup withholding, an exempt holder should enter its correct TIN in Part I of the Internal Revenue Service Form W-9, circle the appropriate portion of Part II of such form, and sign and date the form. See the enclosed Internal Revenue Service Form W-9 for additional instructions. In order for a non-resident alien or foreign entity to qualify as an exempt recipient, such person must submit a completed and appropriate Form W-8, or successor form, signed under penalties of perjury, attesting to the individual's exempt status. Such forms can be obtained from the Exchange Agent.

The holder is required to give the Exchange Agent the TIN of the record owner of the Original Notes. If the Original Notes are in more than one name or are not in the name of the actual owner, consult the instructions to the Internal Revenue Service Form W-9 for additional guidance on which TIN to report.

6. TRANSFER TAXES.

The Issuer will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Issuer or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

7.  DETERMINATION OF VALIDITY.

The Issuer will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding on all parties. The Issuer reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Issuer, be unlawful. The Issuer also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer" or any conditions or irregularity in any tender of Original Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders.

The Issuer's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Original Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Original Notes, neither the Issuer, any employees, agents, affiliates or assigns of the Issuer, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. NO CONDITIONAL TENDERS.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

9.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated above.

Form W-9   (Rev. November 2005)   Department of the Treasury   Internal Revenue Service Request for Taxpayer Identification Number and Certification Give form to the requester. Do not send to the IRS.

Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box:	o  Individual/ Sole proprietor	o  Corporation	o  Partnership	o  Other	o  Exempt Payee
o  Limited Liability Company.  Enter the tax classification (D= disregarded entity, C= Corporation, P= Partnership) _____
Address (number, street, and apt. or suite no.)				Requester's name and address (optional)
City, State, and ZIP code
List account number(s) here (optional)

Part I	Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social Security Number          -          -                         Employer Identification Number          -
Part II	Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3.  I am a U.S. person (including a U.S. resident alien).

Certification instructions.    You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.)

Sign Here Signature of U.S. person --> Date -->

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

        A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

U.S. person.    Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

        1.     Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

        2.     Certify that you are not subject to backup withholding, or

        3.     Claim exemption from backup withholding if you are a U.S. exempt payee.

        In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note.    If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. Person.        For federal tax purposes, you are considered a person if you are:

•  An individual who is a citizen or resident of the United States,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

• Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships.    Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

•           The U.S. owner of a disregarded entity and not the entity,

•           The U.S. grantor or other owner of a grantor trust and not the trust, and

•           The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person.    If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.    Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.

        If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

        1.     The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

        2.     The treaty article addressing the income.

        3.     The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

        4.     The type and amount of income that qualifies for the exemption from tax.

        5.     Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example.    Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding?    Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1.     You do not furnish your TIN to the requester,

2.     You do not certify your TIN when required (see the Part II instructions on page 4 for details),

3.     The IRS tells the requester that you furnished an incorrect TIN,

4.     The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5.     You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

            Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules regarding partnerships on page 1.

Penalties

Failure to furnish TIN.    If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding.    If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information.    Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs.    If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

        If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

        If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor.    Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line.

Limited liability company (LLC).    Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.  For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities.    Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line.

Note.    You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt Payee" box in the line following the business name, sign and date the form.

        Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note.    If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:       

1.     An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2.     The United States or any of its agencies or instrumentalities,

3.     A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4.     A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5.     An international organization or any of its agencies or instrumentalities.

        Other payees that may be exempt from backup withholding include:

6.     A corporation,

7.     A foreign central bank of issue,

8.     A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9.     A futures commission merchant registered with the Commodity Futures Trading Commission,

10.   A real estate investment trust,

11.   An entity registered at all times during the tax year under the Investment Company Act of 1940,

12.   A common trust fund operated by a bank under section 584(a),

13.   A financial institution,

14.   A middleman known in the investment community as a nominee or custodian, or

15.   A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

IF the payment is for…	THEN the payment is exempt for…
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,000(1)	Generally, exempt recipients 1 through 7(2)

(1) See Form 1099-MISC, Miscellaneous Income, and its instructions.

(2) however, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box.    If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

        If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

        If you are a single-owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one).  Do not enter the disregarded entity’s EIN.  If the LLC is classified as a corporation or partnership, enter the entity’s IN.

Note.    See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN.    If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Emplyer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

            Note.    Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution:    A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if tiems 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2.

        Signature requirements.    Complete the certification as indicated in 1 thrugh 5 below.

        1.     Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

        2.     Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

        3.     Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

        4.     Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

        5.     Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (uniform Gift to Minors Act		The minor(2)
4.	a.	The usual revocable savings Th trust (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)

5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)           List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

(2)           Circle the minor's name and furnish the minor's SSN.

(3)           You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4)           List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1.

Note.    If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes.  An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

·  Protect your SSN,

·  Ensure your employer is protecting your SSN, and

·  Be careful when choosing a tax preparer.

Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance.  You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/DD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.  Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites.  The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails.  Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing&irs.gov.  You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484.  You can forward suspicious emails to the Federal Trade Commission at : spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT (438-4338).

Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, divided, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY FOR

TENDER OF 11.75% SENIOR NOTES DUE FEBRUARY 15, 2015

OF AEROFLEX INCORPORATED

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Aeroflex Incorporated (the "Issuer"), made pursuant to the Prospectus, dated                    , 200_ (the "Prospectus"), if certificates for the outstanding 11.75% Senior Notes Due February 15, 2015, of the Issuer (the "Original Notes") are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach The Bank of New York Mellon Corporation (the "Exchange Agent") on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. See the sections entitled "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Capitalized terms used herein but not defined herein have the respective meanings given to them in the Prospectus.

Delivery to:

The Bank of New York Mellon Corporation, Exchange Agent

For information by Telephone:

(212) 815-5098

By Mail The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7East New York, N.Y. 10286 Attn: Mr. Randolph Holder By Hand or Overnight Delivery Service: The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7East New York, N.Y. 10286 Attn: Mr. Randolph Holder

By Facsimile Transmission:

(212) 298-1915

(Telephone Confirmation)

(212) 815-5098

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of Original Notes set forth below, pursuant to the guaranteed delivery procedures described in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

Aggregate Principal Amount: $________	Name(s) of Registered Holder(s):
Principal Amount of Original Notes Tendered:* $__________________

Certificate Nos. (if available)

 If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. Total Principal Amount Represented by Original Notes Certificate(s):

	$_____________	Account Number	______________
* Must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED, AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.

PLEASE SIGN HERE**
X
X
	Signature(s) of Owner(s) or Authorized	Date
	Signatory

Area Code and Telephone Number:

**    Must be signed by the holder(s) of Original Notes as their name(s) appear(s) on certificates for Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement of documents transmitted with this Notice of Guaranteed Delivery. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a member of a registered national securities exchange, or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at The Depository Trust Company pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures," together with one or more properly completed and duly executed Letter(s) of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three business days after the date of execution hereof.

        The undersigned acknowledges that it must deliver the Letter of Transmittal (and any other required documents) and the Original Notes tendered hereby to the Exchange Agent within the time set forth above and that failure to do so could result in financial loss to the undersigned.

Name of Firm	Authorized Signature
Address	Title
Zip Code	(Please Type or Print)
Area Code and Tel. No.	Dated:

NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.  ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.