Exhibit 10.39


 


Aeroflex Holding Corp.


Aeroflex Incorporated


35 South Service Road


Plainview, New York  11803


 


November [  ], 2010


 


Veritas
Capital Fund Management, L.L.C.


590
Madison Avenue


New
York, New York  10022


 


GGC
Administration LLC


One
Embarcadero Center, 33rd Floor


San
Francisco, California  94111


 


Goldman,
Sachs & Co.


200
West Street


New
York, New York  10282


 


Dear
Sirs:


 


Reference
is made to the Advisory Agreement, initially dated as of August 15, 2007,
as amended to date (the “Advisory Agreement”), by and among VGG Holding LLC, a
Delaware limited liability company, Aeroflex Holding Corp. (formerly known as
AX Holding Corp.), a Delaware corporation (“Holding”), Aeroflex Incorporated, a
Delaware corporation (“Aeroflex” and, together with Holding, the “Companies”
and each, a “Company”), Veritas Capital Fund Management, L.L.C., a Delaware
limited liability company (“Veritas”), GGC Administration, LLC, a Delaware
limited liability company (“Golden Gate”), and Goldman, Sachs & Co. (“Goldman”
and, together with Veritas and Golden Gate, the “Advisors” and each, an “Advisor”).  Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Advisory Agreement.


 


The
parties hereto acknowledge that the Advisory Agreement, and the obligations of
the Advisors to provide Services pursuant to the Advisory Agreement, will
terminate upon the consummation of the initial public offering of shares of
common stock of Holding (the “IPO”), except that the Companies’ obligations to
indemnify each of the Advisors and their respective officers, directors,
employees, members, partners, agents, representatives, Affiliates and
controlling persons (if any), as set forth in Section 6 of the Advisory
Agreement, and to reimburse each of the Advisors and any of their Affiliates
for any Expenses accruing prior to the execution of this letter agreement, as
set forth in Section 5(d) of the Advisory Agreement, will survive
termination.  The parties hereto further
acknowledge and agree that in consideration of such termination, and
simultaneously therewith, Holding shall pay a termination fee in the aggregate
amount of $16,900,000.00 in cash to the Advisors (of which $7,971,698.13 will
be


 

















 


paid
to Veritas, $5,580,188.68 will be paid to Golden Gate and $3,348,113.19 will be
paid to Goldman).  In addition, and
without limiting or modifying anything in this letter agreement, Holding will
separately pay to the Advisors under the Advisory Agreement, simultaneously
with the consummation of the IPO, a Transaction Fee in the aggregate amount of
$2,500,000.00 in cash (of which $1,179,245.28 will be paid to Veritas,
$825,471.70 will be paid to Golden Gate and $495,283.02 will be paid to
Goldman).


 


This
letter agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this letter and all of which, when
taken together, will be deemed to constitute one and the same instrument.


 


This
letter agreement shall be governed by the laws of the State of New York.


 


[Remainder of the Page Intentionally
Left Blank]


 

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  AEROFLEX
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AEROFLEX
  HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VGG
  HOLDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  Agreed
  to and accepted by:

  
	
   

  
	
  VERITAS
  CAPITAL FUND MANAGEMENT, L.L.C.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GGC ADMINISTRATION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: