Exhibit
10.28

    


    EXECUTION
COPY

    


    FIRST
AMENDMENT

    TO
SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY 

    AGREEMENT

     

    THIS FIRST AMENDMENT TO SENIOR
SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT
(this “Amendment”) is
dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a
Delaware corporation (the “Borrower”), certain
Subsidiaries of the Borrower, as Guarantors (each a "Guarantor" and collectively,
the "Guarantors") and
each of the lenders party hereto (each a "Lender" and collectively, the
"Lenders), and is made
with reference to that certain SENIOR SUBORDINATED UNSECURED CREDIT AND
GUARANTY AGREEMENT dated as of September 21, 2007 (the “Credit Agreement”) by and
among the Borrower, the Guarantors, the Lenders, and GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), as
Administrative Agent (“Administrative
Agent”).  Capitalized terms used but not defined herein shall
have the same meanings herein as set forth in the Credit Agreement after giving
effect to this Amendment.

     

    RECITALS

     

    WHEREAS, the Credit Parties
have requested that the Requisite Lenders agree to amend certain provisions of
the Credit Agreement as provided for herein; and

     

    WHEREAS, subject to certain
conditions, the Requisite Lenders are willing to agree to such amendment
relating to the Credit Agreement.

     

    NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:

     

    
      SECTION
I.     AMENDMENTS TO CREDIT
AGREEMENT

    

     

    
      	
              1.1

            	
              Amendments.

            


    

     

    A.     Section 1.1 of the
Credit Agreement is hereby amended by adding the following definitions in proper
alphabetical sequence:

     

    "Borrower Assignment Agreement"
means an Assignment and Assumption Agreement in the form of Exhibit
E-1.

     

    “Borrower Assignment Effective
Date” has the meaning ascribed to such term in Section
10.6(i)(ii).

     

    “Offer Document” means the
Offer to Purchase, substantially in the form of Exhibit J hereto, as the same
may be amended or modified from time to time in accordance with the terms
thereof.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1.2

            	
              Amendments to Section
      10.6.

            


    

     

    Section 10.6 of the Credit Agreement is
hereby amended by inserting a new Section 10.6(i) immediately after the end of
Section 10.6(h) as follows:

     

    “(i)  Certain Permitted Loan
Purchases.  Notwithstanding anything to the contrary contained
in this Section 10.6 or any other provision of this Agreement or any other
Credit Document, so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, any Lender may sell, assign or transfer
all or a portion of its rights and obligations under this Agreement with respect
to its outstanding Loans to the Borrower for cash pursuant to the terms of a
Borrower Assignment Agreement, and the Borrower may purchase all or a portion of
any Lender’s rights and obligations under this Agreement with respect to its
outstanding Loans from any Lender for cash pursuant to the terms of a Borrower
Assignment Agreement, in each case, on the following basis:

     

    (i)  Such
purchase or purchases shall be made in one or more “modified Dutch auctions”
pursuant to the Offer Document.

     

    (ii)           Upon
its receipt of a duly executed and completed Borrower Assignment Agreement, and
of evidence reasonably satisfactory to the Administrative Agent that the
Borrower has made the payment to the assigning Lender of the amount required to
be paid pursuant to the applicable Borrower Assignment Agreement, the
Administrative Agent shall accept and record the information contained in such
Borrower Assignment Agreement in the Register and shall maintain a copy of such
Borrower Assignment Agreement.  The date on which such payment is made
to the assigning Lender shall be referred to herein as the “Borrower Assignment Effective
Date.”  Interest on such Loans accrued through the Borrower
Assignment Effective Date shall be paid to the Lender that has assigned such
Loans to the Borrower on such date and shall constitute payment of interest
thereon pursuant to Section 2.8 hereof.

     

    (iii)           Following
the Borrower Assignment Effective Date, no interest shall accrue on the Loans so
assigned or sold and such Loans shall be cancelled or retired and no longer
outstanding (and may not be re-assigned or resold by the Borrower), for all
purposes under this Agreement and all other Credit Documents (notwithstanding
any provisions herein or therein to the contrary), including, but not limited to
(A) the making of, or the application of, any payments to the Lenders under this
Agreement or any other Credit Document, (B) the making of any request, demand,
authorization, direction, notice, consent or waiver under this Agreement or any
other Credit Document, (C) the providing of any rights to the Borrower as a
Lender under this Agreement or any other Credit Document, and (D) the
determination of Requisite Lenders, or for any similar or related purpose, under
this Agreement or any other Credit Document.

     

    (iv)           The
Lenders hereby consent to the transactions described in this Section 10.6(i) and
waive the requirements of any provision of this Agreement and any other Credit
Document that would otherwise result in a breach of this Agreement, a Default or
an Event of Default as a direct result of any transaction described in this
Section 10.6(i).

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (v)           The
provisions of this Section 10.6(i) shall not require the Borrower to purchase or
undertake any offer to purchase any Loans.

     

    (vi)          The
parties hereto acknowledge that the payment by the Borrower for any Loans
purchased pursuant to the terms of this Section 10.6(i) shall be made directly
to each Lender who has executed a Borrower Assignment Agreement in connection
with any such assignment or transfer based on the information set forth in the
applicable Borrower Assignment Agreement and the Register.

     

    
      	
              1.3

            	
              Exhibits.

            


    

     

    The
Credit Agreement is hereby amended by adding a new Exhibit E-1 and a new Exhibit
J thereto, to read in their entirety as set forth in Annex I
hereto.

     

    
      SECTION
II.     CONDITIONS TO EFFECTIVENESS

    

     

    This
Amendment shall become effective upon the satisfaction of all of the following
conditions precedent (such date, the "First Amendment Effective
Date"):

     

    A.     Execution.
Administrative Agent shall have received a counterpart signature page of this
Amendment duly executed by each of the Credit Parties and each of the Requisite
Lenders.

     

    B.     Necessary Consents. Each
Credit Party shall have obtained all consents necessary and all material
consents advisable in connection with the transactions contemplated by this
Amendment, including, without limitation, an amendment to the Senior Secured
Credit Facility in the form of Annex II hereto.

     

    C.     Other
Documents.  Administrative Agent and Lenders shall have
received such other documents, information or agreements regarding Credit
Parties as Administrative Agent, Collateral Agent or any Lender may reasonably
request.

     

    D.     Absence of
Default.  No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Default.

     

    
      SECTION
III.     REPRESENTATIONS AND
WARRANTIES

    

     

    In order
to induce Lenders to enter into this Amendment and to amend the Credit Agreement
in the manner provided herein, each Credit Party which is a party hereto
represents and warrants to each Lender that the following statements are true
and correct in all material respects:

     

    A.     Corporate Power and
Authority.  Each Credit Party, which is party hereto, has all
requisite power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement, as amended by this Amendment (the “Amended Agreement”), and the
other Credit Documents.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    B.     Authorization of
Agreements.  The execution and delivery of this Amendment and
the performance of the Amended Agreement and the other Credit Documents have
been duly authorized by all necessary action on the part of each Credit
Party.

     

    C.     No Conflict.  The
execution and delivery by each Credit Party of this Amendment and the
performance by each Credit Party of the Amended Agreement and the other Credit
Documents do not and will not (i) violate (A) any provision of (x) any law,
statute, rule or regulation, or (y) the certificate or articles of incorporation
or partnership agreement, other constitutive documents or by-laws of Holdings,
the Borrower or any Credit Party or (B) any applicable order of any court or any
rule, regulation or order of any Governmental Authority, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any Contractual Obligation of the
applicable Credit Party, where any such conflict, violation, breach or default
referred to in clause (i)(A)(x), (i)(B) or (ii) of this Section III.C.,
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect, (iii) be in conflict with, result in a breach of, or constitute
(along or with notice or lapse of time or both) a default under the Senior
Secured Credit Facility or the Indenture, dated as of August 7, 2008, among the
Borrower, each of the Credit Parties party thereto, and The Bank of New York
Mellon, as Trustee, (iv) except as permitted under the Amended Agreement, result
in or require the creation or imposition of any Lien upon any of the properties
or assets of any Credit Party, or (v) require any approval of stockholders or
partners or any approval or consent of any Person under any Contractual
Obligation of each Credit Party, except for such approvals or consents which
will be obtained on or before the First Amendment Effective Date and except for
any such approvals or consents the failure of which to obtain could not
reasonably be expected to have a Material Adverse Effect.

     

    D.     Governmental
Consents.  No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be
required in connection with the execution and delivery by each Credit Party of
this Amendment and the performance by the Credit Parties of the Amended
Agreement and the other Credit Documents to which the Credit Parties are party,
except for such actions, consents and approvals the failure to obtain or make
which could not reasonably be expected to result in a Material Adverse Effect or
which have been obtained and are in full force and effect.

     

    E.     Binding
Obligation.  This Amendment and the Amended Agreement have been
duly executed and delivered by each of the Credit Parties party thereto
(including each Guarantor) and each constitutes a legal, valid and binding
obligation of such Credit Party to the extent a party thereto, enforceable
against such Credit Party in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors’ rights generally and except as enforceability
may be limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     

    F.     Incorporation of Representations and
Warranties from Credit Agreement. The representations and warranties
contained in Section 4 of the Amended Agreement are and will be true and correct
in all material respects on and as of the First Amendment Effective 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 they were true and correct in all material respects on and as of such
earlier date.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    G.     Absence of
Default.  No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Default.

     

    
      SECTION
IV.     MISCELLANEOUS

    

     

    A.     Reference
to and Effect on the Credit Agreement and the Other Credit
Documents.

     

    (i)     On
and after the First Amendment Effective Date, each reference in the Credit
Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Credit
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Amendment.

     

    (ii)     Except
as specifically amended by this Amendment, the Credit Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified
and confirmed.

     

    (iii)     The
execution, delivery and performance of this Amendment shall not constitute a
waiver of any provision of, or operate as a waiver of any right, power or remedy
of any Agent or Lender under, the Credit Agreement or any of the other Credit
Documents.

     

    B.     Headings.  Section and
Subsection headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.

     

    C.     Applicable
Law.  THIS AMENDMENT 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 CONFLICTS
OF LAWS PRINCIPLES THEREOF.

     

    D.     Counterparts.  This Amendment
may be executed in any number of 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.  Delivery of an executed
counterpart of a signature page to this Amendment by facsimile or pdf or other
similar electronic means shall be as effective as delivery of a manually
executed counterpart of this Amendment.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    E.     Ratification
by Guarantors.  Each Guarantor hereby acknowledges and agrees
that (i) its consent to this Amendment is not required, but each Guarantor
nevertheless hereby agrees and consents to this Amendment and to the documents
and agreements referred to herein, (ii) notwithstanding the effectiveness of
this Amendment, such Guarantor’s Guaranty shall remain in full force and effect
without modification thereto, (iii) nothing herein shall in any way limit any of
the terms or provisions of any Guarantor’s Guaranty or any other Credit Document
executed by any Guarantor (as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time), all of which are hereby
ratified, confirmed and affirmed in all respects, (iv) no other agreement,
instrument, consent or document shall be required to give effect to this
Section, and (v) the Borrower, the Agents and any Lender may from time to time
enter into any further amendments, modifications, terminations and/or waivers of
any provisions of the Credit Documents without notice to or consent from any
Guarantor and without affecting the validity or enforceability of any
Guarantor’s Guaranty or giving rise to any reduction, limitation, impairment,
discharge or termination of any Guarantor’s Guaranty.

     

    [Remainder of this page intentionally
left blank.]

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Exhibit
10.28

    


    EXECUTION
COPY

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written
above.

    


    
      
        	
                BORROWER:

              	 
      	 
      	
                AEROFLEX
      INCORPORATED

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	 
      	 
      	
                Title:    SVP,
      CFO & Secretary

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                GUARANTORS
      :

              	
                AEROFLEX
      COLORADO SPRINGS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      HIGH SPEED TEST

                SOLUTIONS,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX/INMET,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX/KDI,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX/METELICS,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              


      

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Exhibit
10.28

    


    EXECUTION
COPY

     

    
      
        	 
      	
                AEROFLEX
      MICROELECTRONIC

                SOLUTIONS,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      PLAINVIEW, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      RAD, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX/WEINSCHEL,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      WICHITA, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      BLOOMINGDALE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              


      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.28

    


    EXECUTION
COPY

     

    
      
        	 
      	
                AEROFLEX
      ACQUISITION ONE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      ACQUISITION TWO, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AEROFLEX
      ACQUISITION THREE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                AIF
      CORP.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                IFR
      FINANCE, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                IFR
      SYSTEMS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	 
      	
                MCE
      ASIA, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                MICROMETRICS,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              
	 
      	 
      	 
      
	 
      	
                VI
      TECHNOLOGY, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	
                Title:  Vice
      President

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                TCW/CRESCENT MEZZANINE PARTNERS

                IV,
      L.P.

              
	 
      	
                as
      a Lender

              
	 
      	 
      
	 
      	
                By:  TCW/Crescent
      Mezzanine Management IV,

                L.L.C.,
      its Investment Manager.

              
	 
      	 
      
	 
      	
                By:  TCW
      Asset Management Company, its Sub-

                Advisor

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Joseph A. Kaufman

              
	 
      	 
      	
                Name:  Joseph
      A. Kaufman

              
	 
      	 
      	
                Title:  Senior
      Vice President

              
	 
      	 
      
	 
      	
                TCW/CRESCENT MEZZANINE PARTNERS

                IVB,
      L.P.

              
	 
      	
                as
      a Lender

              
	 
      	 
      
	 
      	
                By:  TCW/Crescent
      Mezzanine Management IV,

                L.L.C.,
      its Investment Manager.

              
	 
      	 
      
	 
      	
                By:  TCW
      Asset Management Company, its Sub-

                Advisor

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Joseph A. Kaufman

              
	 
      	 
      	
                Name:  Joseph
      A. Kaufman

              
	 
      	 
      	
                Title:  Senior
      Vice President

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                MAC
      CAPITAL, LTD.

              
	 
      	
                as
      a Lender

              
	 
      	 
      
	 
      	 
      	
                By:  TCW
      Advisors, Inc.

              
	 
      	 
      	
                as
      attorney-in-fact

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Gil Tollinchi

              
	 
      	 
      	
                Name:

              	
                Gil
      Tollinchi

              
	 
      	 
      	
                Title:

              	
                Senior
      Vice President

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jonathan Insull

              
	 
      	 
      	
                Name:

              	
                Jonathan
      Insull

              
	 
      	 
      	
                Title:

              	
                Managing
      Director

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                GS
      DIRECT, L.L.C.

              
	 
      	
                as
      a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Laurie E. Schmidt

              
	 
      	 
      	
                Name:

              	
                Laurie
      E. Schmidt

              
	 
      	 
      	
                Title:

              	
                Vice
      President

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        	 
      	
                NEWSTONE CAPITAL PARTNERS,
      L.P.,

              
	 
      	
                as
      a Lender

              
	 
      	 
      
	 
      	
                By:
      Newstone Partners, L.P.

              
	 
      	
                Its:
      General Partner

              
	 
      	 
      
	 
      	
                By:
      Newstone Capital Partners, LLC

              
	 
      	
                Its:
      General Partner

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ John C. Rocchio

              
	 
      	 
      	
                Name:

              	
                John
      C. Rocchio

              
	 
      	 
      	
                Title:

              	
                Managing
      Director

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
I

    Exhibit
E-1 to

    Senior
Subordinated Unsecured Credit and Guaranty Agreement

     

    BORROWER
ASSIGNMENT AND ASSUMPTION AGREEMENT

     

    This
Borrower Assignment and Assumption Agreement (the “Assignment”) is dated as of
the Borrower Assignment Effective Date and is entered into by and between
________________________ (the “Assignor”) and Aeroflex Incorporated (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 Section 10.6(i) of the Credit Agreement, as of the Borrower Assignment
Effective Date, 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 (the “Assigned
Interest”).  Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

     

    
      
        	
                1.

              	
                Assignor:

              	
                ___________________

              
	 
      	 
      	 
      
	
                2.

              	
                Assignee:

              	
                Aeroflex
      Incorporated

              
	 
      	 
      	 
      
	
                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 (original principal amount) 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:

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        
          
            	
                    Facility Assigned

                  	 	
                    Aggregate Amount of

                    Loans

                    for all Lenders

                  	 	 	
                    Amount of Loans

                    Assigned

                  	 	 	
                    Percentage of Loans

                    Assigned1

                  	 
	
                    Subordinated
      Unsecured Loans

                  	 	$	[167,973,325.02	]	 	$	_____________	 	 	 	_____________	%


          

        

      

    

     

    
      	 	
              7.

            	
              Borrower
      Assignment Effective
  Date:________________________

            


    

     

    
      	 	
              8.

            	
              Assignor
      Wire Instructions:

            


    

     

    ______________________________

     

    ______________________________

     

    ______________________________

     

    The
Borrower hereby represents to the Assignor that it does not have any material
non-public information with respect to Holdings or any of its Subsidiaries
(“MNPI”) that
either (A) has not been disclosed (either directly or through public filings) to
the Lenders (other than Lenders that do not wish to receive MNPI with respect to
Holdings or any of its Subsidiaries) prior to such time or (B) if not disclosed
(either directly or through public filings) to the Lenders (other than Lenders
that do not wish to receive MNPI with respect to Holdings or any of its
Subsidiaries), in the Borrower’s good faith determination could reasonably be
expected to have a material adverse effect upon (x) a Lender’s decision to enter
into this Assignment or (y) the market price of the Loans.

    

      
        

      
1            
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The terms
set forth in this Assignment are hereby agreed to:

     

    
      
        
          
            	 
      	
                    ASSIGNOR

                  
	 
      	 
      
	 
      	
                      

                  	 
      
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                      

                  	 
      
	 
      	
                    Title:

                  
	 
      	 
      
	 
      	
                    ASSIGNEE

                  
	 
      	 
      
	 
      	
                    AEROFLEX
      INCORPORATED

                  
	 
      	 
      
	 
      	
                    By:

                  	
                      

                  	 
      
	 
      	 
      	
                    Name:

                  	 
      
	 
      	 
      	
                    Title:

                  	 
      


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    ANNEX
I

    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 represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
the Offer Document and to consummate the transactions contemplated hereby and
thereby, (ii) it has transmitted same-day funds to the Assignor on the effective
date of its purchase of the Loans, and (iii) from and after such date, no
interest shall accrue and any Loans assigned by the Assignor shall be cancelled
for all purposes under the Credit Agreement and shall no longer be
outstanding.

     

    1.3        
Independent Credit Decision.  The Assignee acknowledges and agrees
that the Assignee has consulted its own legal and financial advisors to the
extent it deemed appropriate and that it is responsible for making its own
independent judgment with respect to such transactions and the process leading
thereto.

     

    2.           Payments.  All
payments with respect to the Assigned Interests shall be made on the Borrower
Assignment Effective Date as follows:

     

    2.1         With
respect to Assigned Interests for Loans, from and after the Borrower Assignment
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
Borrower Assignment 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, facsimile, pdf or other similar electronic means
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
laws of the State of New York without regard to conflict of laws principles
thereof.

     

    [Remainder
of page intentionally left blank]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit J
to

    Senior
Subordinated Unsecured Credit and Guaranty Agreement

    


    Form of Offer to
Purchase

    


    Please
see attached.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX II - FORM OF SENIOR
SECURED CREDIT AGREEMENT AMENDMENT