EXHIBIT
10.27

     

    EXECUTION
VERSION

     

    FIRST
AMENDMENT

    TO
CREDIT AND GUARANTY AGREEMENT

     

    THIS FIRST AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT (this “Amendment”) is dated as of
November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a
Delaware corporation (the “Borrower”), AEROFLEX HOLDING CORP. (f/k/a
AX Holding Corp.), a Delaware corporation (“Holdings”), GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), as
Administrative Agent (“Administrative Agent”),
acting with the consent of the Requisite Lenders and, for purposes of Section
III hereof, the GUARANTORS
listed on the signature papers hereto, and is made with reference to that
certain CREDIT AND GUARANTY
AGREEMENT dated as of August 15, 2007 (as amended through the date
hereof, the “Credit
Agreement”) by and among the Borrower, Holdings, the subsidiaries of the
Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent
and the other Agents named therein.  Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement after giving effect to this Amendment.

     

    RECITALS

     

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

     

    WHEREAS, subject to certain
conditions, 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:

     

    “Existing Class” shall mean
Existing Term Loan Classes and each Class of Existing Revolving
Commitments.

     

    “Existing Revolving Commitments” shall have the meaning
provided in Section 2.25(a)(ii).

     

    “Existing Revolving Loans”
shall have the meaning provided in Section 2.25(a)(ii).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Existing Term Loan Class”
shall have the meaning provided in Section 2.25(a)(i).

     

    “Extended B-1 Loans” shall have the meaning
provided in Section 2.16(i).

     

    “Extended B-2 Loans” shall have the meaning
provided in Section 2.16(i).

     

    “Extended Loans/Commitments”
shall mean Extended Term Loans, Extended Revolving Loans and/or Extended
Revolving Commitments.

     

    “Extended Revolving Commitments” shall have the meaning
provided in Section 2.25(a)(ii).

     

    “Extended Revolving Commitment
Period” shall
have the meaning provided in Section 2.2(a).

     

    “Extended Revolving
Exposure” means,
with respect to any Lender as of any date of determination, (i) prior to the
termination of an Extension Series of Extended Revolving Commitments, that
Lender’s Extended Revolving Commitment under such Extension Series; and (ii)
after the termination of such Extension Series of Extended Revolving
Commitments, the sum of (a) the aggregate outstanding principal amount of such
Extension Series of Extended 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, in each case, to the
extent issued under such Extension Series of Extended Revolving
Loans.

     

    “Extended Revolving Loans”
shall have the meaning provided in Section 2.25(a)(ii).

     

    “Extended Term Loan Maturity
Date” means the final maturity date as specified in the applicable
Extension Agreement executed by the respective Lender.

     

    “Extended Term Loans” shall
have the meaning provided in Section 2.25(a)(i).

     

    “Extending B-1 Lenders” shall have the meaning
provided in Section 2.16(i).

     

    “Extending B-2 Lenders” shall have the meaning
provided in Section 2.16(i).

     

    “Extending Lender” shall have
the meaning provided in Section 2.25(b).

     

    “Extending Revolving Lender” means an
Extending Lender with an Extended Revolving Commitment or Extended Revolving
Loans.


    
      
         


      

      
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    “Extension Agreement” shall
have the meaning provided in Section 2.25(c).

     

    “Extension Election” shall
have the meaning provided in Section 2.25(b).

     

    “Extension Request” shall mean
Term Loan Extension Requests and Revolving Loan Extension Requests.

     

    “Extension Series” shall mean
all Extended Term Loans that are established pursuant to the same Extension
Agreement and all Extended Revolving Commitments that are established pursuant
to the same Extension Agreement (or any subsequent Extension Agreement to
the extent such Extension Agreement expressly provides that the Extended
Term Loans or Extended Revolving Commitments, as applicable, provided for
therein are intended to be a part of any previously established Extension
Series) and that provide for the same interest margins, extension fees, if
any, and amortization schedule.

     

    “First Amendment” means that
certain First Amendment Agreement to Credit and Guaranty Agreement dated as of
November 4, 2010 among the Borrower, Holdings, Administrative Agent, and the
financial institutions and Guarantors listed on the signature pages
thereto.

     

    “First Amendment Effective
Date” means the date of satisfaction of the conditions referred to in
Section II of the First Amendment.

     

    “Original Revolving
Commitment” means a Revolving Commitment that terminates on the sixth
anniversary of the Closing Date (or, if earlier, the dates specified in clause
(ii) and (iii) of the definition of “Original Revolving Commitment Termination
Date”).

     

    “Original 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.

     

    “Original Revolving Loan”
means a Revolving Loan made by a Lender or a Lender’s predecessor in interest to
Borrower pursuant to Section 2.2(a) and/or Section 2.24 that is due and payable
in full on the sixth anniversary of the Closing Date (or, if earlier, the dates
specified in clause (ii) or (iii) of the definition of “Original Revolving
Commitment Termination Date”).

     

    “Original Revolving Exposure”
means, with respect to any Lender, as of any date of determination that holds an
Original Revolving Commitment, (i) prior to the termination of the Original
Revolving Commitments, that Lender’s Original Revolving Commitment; and
(ii) after the termination of the Original 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,
in each case, to the extent issued under such Original Revolving
Commitments.


    
      
         


      

      
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    “Revolving Loan Extension
Request” shall have the meaning provided in Section
2.25(a)(ii).

     

    “Section 2.25 Additional Agreement” shall
have the meaning provided in Section 2.25(c).

     

    “Specified Existing Revolving
Commitment Class” shall have the meaning provided in Section
2.25(a)(ii).

     

    “Term Loan Extension Request”
shall have the meaning provided in Section 2.25(a)(i).

     

    “Tranche B Term Loans” means,
collectively, the Tranche B-1 Term Loans and the Tranche B-2 Term
Loans.

     

    B.     Section 1.1 of the
Credit Agreement is hereby amended by amending and restating the following
definitions in their entirety as follows:

     

    “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 Original Revolving Exposure (including Swing Line
Lender), (d) Lenders having New Term Loan Exposure of each applicable Series,
(e) Lenders having Term Loan Exposure of each Extension Series of Extended Term
Loans and (f) Lenders having Extended Revolving Exposure of each Extended Series
of Extended Revolving Loans, 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) Original Revolving Loans (including Swing Line Loans), (d) each
Series of New Term Loans, (e) each Extension Series of Extended Term Loans and
(f) each Extension Series of Extended Revolving Loans.

     

     “Credit Document” means any of
this Agreement, the Notes, if any, the Collateral Documents, any Extension
Agreements, the Commitment 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.

     

    “Loan” means a Term Loan, a
Revolving Loan, a Swing Line Loan, a New Term Loan, any Extension Series of an
Extended Term Loan and any Extension Series of an Extended Revolving
Loan.

     

    “Maturity Date” means the
Tranche B Term Loan Maturity Date, the New Term Loan Maturity Date of any Series
of New Term Loans and the Extended Term Loan Maturity Date of any Extension
Series of Extended Term Loans, as applicable.


    
      
         


      

      
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    “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,
Joinder Agreement or Extension Election, 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
First Amendment Effective Date is $50,000,000.

     

    “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; provided that,
for any Extended Revolving Commitments (including Swing Line Loans) of the same
Extension Series,
the Revolving Commitment Termination Date of each Extension Series of Extended
Revolving Commitments shall be determined based on the respective commitment
termination dates applicable thereto as specified in the applicable Extension
Agreement executed by the respective Lender (or, if earlier, the dates specified
in clause (ii) or clause (iii) of this definition, as
applicable).

     

    “Revolving Exposure” means,
with respect to any Lender as of any date of determination, (i) prior to the
termination of the Existing Revolving Commitments, that Lender’s Existing
Revolving Commitment; plus, to the extent applicable, prior to the termination
of any Extension Series of Extended Revolving Commitments, that Lender’s
Extension Series of such Extended Revolving Commitment; and (ii) after the
termination of the Existing Revolving Commitments or any Extension Series of
Revolving Commitments, as applicable, 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.  For
purposes of determining Pro Rata Shares with respect to any Original Revolving
Loans or Extended Revolving Loans, to the extent applicable, “Revolving
Exposure” shall mean, with respect to any Lender, as of any date of
determination, the Original Revolving Exposure or applicable Extended Revolving
Exposure, as the case may be, of such Lender.

     

    “Revolving Loan” means a Loan
made by a Lender to Borrower pursuant to Section 2.2(a) and/or Section 2.24,
including any such Loan extended by a Lender, or made pursuant to a Revolving
Commitment extended by a Lender, pursuant to Section 2.25.

     

    “Term Loan Exposure” means,
with respect to any Lender, as of any date of determination, the outstanding
principal amount of the Term Loans, New Term Loans and Extended Term Loans of
such Lender; 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.


    
      
         


      

      
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    “Term Loan” means a term loan
made by a Lender to Borrower pursuant to Section 2.1(a)(i) or (a)(ii), a New
Term Loan made by a Lender to a Borrower pursuant to Section 2.24 or an Extended
Term Loan extended pursuant to Section 2.25.

     

    “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 Tranche B Term Loans shall become due and
payable in full hereunder, whether by acceleration or otherwise.

     

    C.     Section 1.1 of the
Credit Agreement is hereby amended by amending the definition of “Applicable Margin” by
inserting the following new paragraph immediately at the end
thereof:

     

    “Notwithstanding
the foregoing, from and after the First Amendment Effective Date, the “Applicable Margin” with
respect to the Loans, as determined pursuant to the immediately preceding
paragraph, shall mean a percentage, per annum, determined by reference to the
ratings issued by Moody’s and S&P with respect to the Obligations in effect
from time to time as set forth in the chart below:

    


    
      
        
          
            
              
                	
                        Moody’s / S&P Rating

                      	 	
                        Applicable Margin for

                        Tranche B-1 Term

                        Loans

                      	 	 	
                        Applicable Margin for

                        Tranche B-2 Term

                        Loans

                      	 	 	
                        Applicable Margin for

                        Revolving Loans

                      	 
	
                        B1
      / B+ rating or better

                      	 	 	3.75	%	 	 	4.25	%	 	 	3.75	%
	
                        B2
      / B rating or better but less than B1 / B+ rating

                      	 	 	4.00	%	 	 	4.50	%	 	 	4.00	%
	
                        Less
      than B2 / B rating

                      	 	 	4.25	%	 	 	4.75	%	 	 	4.25	%


              

            

          

        

      

    

    


    For
purposes of this paragraph, if there is a difference between the Moody’s and
S&P rating, the lower rating shall be used to determine the applicable
increase percentage.”

    


    D.     The
second to last sentence of Section 2.1(a) of the
Credit Agreement is hereby replaced in its entirety as follows:

     

    “Subject
to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the
Tranche B Term Loans shall be paid in full no later than the Tranche B Term Loan
Maturity Date.”

    


    E.     Section 2.1(b)(ii) of
the Credit Agreement is hereby amended by replacing each occurrence of the
defined term “Term Loan” therein with the defined term “Tranche B Term
Loan”.

     

    F.     Section 2.2(a) of the
Credit Agreement is hereby amended and restated in its entirety as
follows:


    
      
         


      

      
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    “(a)
Revolving
Commitments. During the Revolving Commitment Period, subject to the terms
and conditions hereof, each Lender severally agrees to make Existing Revolving
Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s
Existing Revolving Commitment and during the period from the date any Extended
Revolving Commitments are established, until the Revolving Commitment
Termination Date with respect to such Extension Series of Revolving Commitments
(the “Extended Revolving
Commitment Period”), subject to the terms and conditions hereof, each
Lender severally agrees to make Extended Revolving Loans to Borrower in an
aggregate amount up to but not exceeding such Lender’s Extended Revolving
Commitment for such Extension Series of Extended Revolving Loans; 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 and the Extended Revolving
Commitment Period, as applicable.  Each Lender’s Revolving Commitment
shall expire on the applicable 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  (it being understood that in the event any Extended
Revolving Commitments are established, such Extended Revolving Commitments
shall, subject to Section 2.25, be terminated (and all Extended Revolving Loans
of the same Extension Series repaid) on dates set forth in the applicable
Extension Agreement).”

    


    G.     The
last paragraph of Section 2.12(b) of
the Credit Agreement is hereby replaced in its entirety as follows:

     

    “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 Tranche B 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.”

    


    H.     The
Credit Agreement is hereby amended by adding the following new clause (c) to
Section 2.12
immediately at the end thereof:

     

    “(c)           In
the event that any Extended Term Loans are established, such Extended Term Loans
shall, subject to the requirements of Section 2.25, be repaid by the Borrower in
the amounts and on the dates set forth in the applicable Extension
Agreement.”

    


    I.     Section 2.13(b)(ii)
of the Credit Agreement is hereby amended by adding the following proviso
immediately at the end thereof:


    
      
         


      

      
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    “; provided that,
notwithstanding the foregoing, in connection with the establishment on any date
of any Extended Revolving Commitments pursuant to Section 2.25, the Revolving
Commitments of any one or more Lenders providing any such Extended Revolving
Commitments on such date shall be reduced in an amount equal to the amount of
Revolving Commitments so extended on such date (provided that (x) after giving
effect to any such reduction and to the repayment of any Revolving Loans made on
such date, the Revolving Exposure of any such Lender does not exceed the
Revolving Commitment thereof (such Revolving Exposure and Revolving Commitment
being determined in each case, for the avoidance of doubt, exclusive of such
Lender’s Extended Revolving Commitment and any exposure in respect thereof) and
(y) for the avoidance of doubt, any such repayment of Revolving Loans
contemplated by the preceding clause shall be made in compliance with the
requirements of Section 2.17 with respect to the ratable allocation of payments
hereunder, with such allocation being determined after giving effect to any
exchange pursuant to Section 2.25 of Revolving Commitments and Revolving Loans
into Extended Revolving Commitments and Extended Revolving Loans, respectively,
and prior to any reduction being made to the Revolving Commitment of any other
Lender).”

    


    J.     Section 2.15(a) of
the Credit Agreement is hereby amended by replacing clauses “second” and “third” in their entirety as
follows:

     

    “second, subject to Section 2.15(f), to
repay outstanding Revolving Loans to the full extent thereof without reduction
of Commitments; and

    


    third, subject to Section 2.15(e), to
prepay the 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 Term
Loans.”

    


    K.     Section 2.15(b) of the Credit
Agreement is hereby amended by replacing clause “first” in its entirety as
follows:

     

    “first, subject to Section
2.15(e), to prepay the 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 Term
Loans as follows:  first, to the next
eight scheduled Installments in direct order and second, pro rata to
any remaining Installments;”

    


    L.     Section 2.15(b) of the Credit
Agreement is hereby amended by replacing clause “third” in its entirety as
follows:

     

    “third, subject to Section
2.15(f), to prepay the Revolving Loans to the full extent thereof without
reduction of Commitments; and”

    


    M.     The
Credit Agreement is hereby amended by adding the following new clauses (e) and
(f) to Section
2.15
immediately at the end thereof:

     

    “(e)           Notwithstanding
anything herein to the contrary, with respect to each prepayment of Term Loans
required by Section 2.14, (i) no such prepayments shall be allocated to Extended
Term Loans of any Extension Series, unless such prepayment is accompanied by at
least a pro rata prepayment, based upon the applicable remaining repayment
amounts due in respect thereof, of Term Loans of the Existing Term Loan Class,
if any, from which such Extended Term Loans were exchanged (or such Term Loans
of the Existing Term Loan Class have otherwise been repaid in full) and (ii) no
such prepayment shall be allocated to any Class of Term Loans unless such
prepayment is accompanied by a pro rata repayment, based upon the applicable
remaining repayment amounts due in respect thereof, of Term Loans of the
Existing Term Loan Class, if any, from which such Class of Term Loans was
exchanged and Extended Term Loans, if any, that were originally exchanged from
such Class of Term Loans.


    
      
         


      

      
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    (f)           Notwithstanding
anything herein to the contrary, with respect to any reduction and termination
of Revolving Commitments hereunder, (x) any such reduction and termination shall
apply proportionately and permanently to reduce the Revolving Commitments of
each of the Lenders within any Class, (y) no such reduction and termination of
Extended Revolving Commitments (and prepayment of Extended Revolving Loans
accompanying a corresponding permanent reduction in such Extended Revolving
Commitments) shall be permitted unless the Existing Revolving Commitments of the
Specified Existing Revolving Commitment Class (and Existing Revolving Loans
related to such Revolving Commitments) shall have been reduced and repaid
proportionately, and (z) after giving effect to such termination or reduction
and to any prepayments of Loans or cancellation or cash collateralization of
letters of credit made on the date of each such reduction and termination in
accordance with this Agreement, the aggregate amount of such Lenders’ credit
exposures shall not exceed the remaining Revolving Commitments of such Lenders’
in respect of the Class reduced and terminated.”

    


    N.     Section 2.16(h) of the Credit
Agreement is hereby amended by replacing clauses (ii) and (iii) in their
entirety as follows:

     

    “(ii)           second, to the Tranche B-1
Term Loan Lenders, New B-1 Lenders, Extended B-1 Lenders, Revolving Lenders, New
Revolving Loan Lenders and Extended Revolving Lenders, an amount equal to all
Obligations owing to them in respect of the Tranche B-1 Term Loans, New B-1
Loans, Extended B-1 Loans, Revolving Loans, New Revolving Loans and Extended
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, New B-1 Lenders and Extended 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”

    


    O.     Section 2.16(i) of the
Credit Agreement is hereby replaced in its entirety as follows:


    
      
         


      

      
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    “(i)           Each
Tranche B-2 Term Loan Lender, 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”) and each
Extending Term Lender holding Extended Term Loans that were extended from
Tranche B-2 Term Loans pursuant to Section 2.25 (“Extended B-2 Loans” and the
lenders thereof, “Extending B-2
Lenders”) hereby agrees to turn over to the Administrative Agent, on
behalf of the Tranche B-1 Term Loan Lenders, 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”) and each Extending Term Lender holding Extended Term Loans that
were extended from Tranche B-1 Term Loans pursuant to Section 2.25 (“Extended B-1 Loans” and the
lenders thereof, “Extending 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, the New B-2 Lenders and the Extended 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).”

    


    P.     The
Credit Agreement is hereby amended by adding the following new Section 2.25
immediately after the existing text of Section
2.24:


    
      
         


      

      
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    “2.25     Extensions of Loans and
Commitments.

    


    (a)           (i)
The Borrower may at any time and from time to time request that all or a portion
of each Term Loan of any Class (an “Existing Term Loan Class”) be
converted to extend the scheduled final maturity date thereof (any such Term
Loans which have been so extended, “Extended Term Loans”) and to
provide for other terms consistent with this Section 2.25.  Prior to
entering into any Extension Agreement with respect to any Extended Term Loans,
the Borrower shall provide written notice to the Administrative Agent (who shall
provide a copy of such notice to each of the Lenders of the applicable Existing
Term Loan Class) in substantially the form of Exhibit N or such other form as
approved from time to time by Borrower and the Administrative Agent (each, a
“Term Loan Extension
Request”) setting forth the proposed terms of the Extended Term Loans,
which terms shall be identical to the Term Loans of the Existing Term Loan Class
from which they are to be extended except that (x) the scheduled final maturity
date shall be extended and all or any of the scheduled amortization payments of
all or a portion of any principal amount of such Extended Term Loans may be
delayed to later dates than the scheduled amortization of principal of the Term
Loans of such Existing Term Loan Class (with any such delay resulting in a
corresponding adjustment to the scheduled amortization payments reflected in
Section 2.12 or in the Joinder Agreement with respect to New Term Loans, as the
case may be, with respect to the Existing Term Loan Class of Term Loans from
which such Extended Term Loans were extended, in each case as more particularly
set forth in Section 2.25(c) below), (y) all-in pricing (including, without
limitation, margins, fees and premiums) with respect to the Extended Term Loans
may be higher or lower than the all-in pricing (including, without limitation,
margins, fees and premiums) for the Term Loans of such Existing Term Loan Class,
in each case, to the extent provided in the applicable Extension Agreement and
(z) the voluntary and mandatory prepayment rights of the Extended Term Loans
shall be subject to the provisions set forth in Section 2.15. No Lender shall
have any obligation to agree to have any of its Term Loans of any Existing Term
Loan Class converted into Extended Term Loans pursuant to any Term Loan
Extension Request.  Any Extended Term Loans of any Extension Series
shall constitute a separate Class of Term Loans from the Existing Term Loan
Class of Term Loans from which they were extended; provided that in no
event shall there be more than four Classes of Extended Revolving Commitments
and Extended Term Loans in the aggregate at any one time.


    
      
         


      

      
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    (ii)           The
Borrower may at any time and from time to time request that all or a portion of
the Revolving Commitments (and, in each case, including any previously extended
Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Commitment”
and any related revolving loans under any such facility, “Existing Revolving Loans”) be
converted to extend the termination date thereof and the scheduled maturity
date(s) of any payment of principal with respect to all or a portion of any
principal amount of Existing Revolving Loans related to such Existing Revolving
Commitments (any such Existing Revolving Commitments which have been so
extended, “Extended Revolving
Commitments” and any related revolving loans, “Extended Revolving Loans”) and
to provide for other terms consistent with this Section 2.25.  Prior
to entering into any Extension Agreement with respect to any Extended Revolving
Commitments, the Borrower shall provide a notice to the Administrative Agent
(who shall provide a copy of such notice to each of the Lenders of the
applicable Class of Existing Revolving Commitments) in substantially the form of
Exhibit O or such other form as approved from time to time by Borrower and the
Administrative Agent (each, a “Revolving Loan Extension
Request”) setting forth the proposed terms of the Extended Revolving
Commitments, which terms shall be identical to those applicable to the Existing
Revolving Commitments from which they are to be extended (the “Specified Existing Revolving
Commitment Class”) except (x) all or any of the final termination dates
of such Extended Revolving Commitments and maturity dates of outstanding
Extended Revolving Loans may be delayed to later dates than the final
termination dates of the Existing Revolving Commitments of the Specified
Existing Revolving Commitment Class, (y) the all-in pricing (including, without
limitation, margins, fees and premiums) with respect to the Extended Revolving
Commitments may be higher or lower  than the all-in pricing
(including, without limitation, margins, fees and premiums) for
the  Existing Revolving Commitments of the Specified Existing
Revolving Commitment Class and (z) the commitment fee rate with respect to the
Extended Revolving Commitments may be higher or lower than the commitment fee
rate for Existing Revolving Commitments of the Specified Existing Revolving
Commitment, in each case, to the extent provided in the applicable Extension
Agreement; provided that,
notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1)
the borrowing and repayment (other than in connection with a permanent repayment
and termination of commitments) of the Extended Revolving Loans under any
Extended Revolving Commitments shall be made on a pro rata basis with any
borrowings and repayments of the Existing Revolving Loans (the mechanics for
which may be implemented through the applicable Extension Agreement and may
include technical changes related to the borrowing and repayment procedures of
the Revolving Loans), (2) assignments and participations of Extended Revolving
Commitments and Extended Revolving Loans shall be governed by the assignment and
participation provisions set forth in Section 10.6 and (3) no termination of
Extended Revolving Commitments and no repayment of Extended Revolving Loans
accompanied by a corresponding permanent reduction in Extended Revolving
Commitments shall be permitted unless such termination or repayment (and
corresponding reduction) is accompanied by at least a pro rata termination or
permanent repayment (and corresponding pro rata permanent reduction), as
applicable, of the Existing Revolving Loans and Existing Revolving Commitments
of the Specified Existing Revolving Commitment Class (or all Existing Revolving
Commitments of such Class and related Existing Revolving Loans shall have
otherwise been terminated and repaid in full).  No Lender shall have
any obligation to agree to have any of its Revolving Commitments or Revolving
Loans converted into Extended Revolving Commitments or Extended Revolving Loans,
as applicable, pursuant to any Revolving Loan Extension Request.  Any
Extended Revolving Commitments of any Extension Series shall constitute a
separate Class of revolving credit commitments from Existing Revolving
Commitments of the Specified Existing Revolving Commitment Class and from any
other Existing Revolving Commitments (together with any other Extended Revolving
Commitments so established on such date); provided that in no
event shall there be more than four Classes of Extended Revolving Commitments
and Extended Term Loans in the aggregate at any one time.

    


    (b)           The
Borrower shall provide the applicable Extension Request at least ten (10)
Business Days prior to the date on which Lenders under the Existing Class are
requested to respond. Any Lender (an “Extending Lender”) wishing to
have all or a portion of its Term Loans and/or Revolving Commitments (or any
earlier extended Extended Revolving Commitments) of an Existing Class subject to
such Extension Request converted into Extended Loans/Commitments shall notify
the Administrative Agent (such notice to be in substantially the form of Exhibit
P or such other form as approved from time to time by Borrower and the
Administrative Agent) (each, an “Extension Election”) on or
prior to the date specified in such Extension Request of the amount of its Term
Loans and/or Revolving Commitments (and/or any earlier extended Extended
Revolving Commitments) which it has elected to convert into Extended
Loans/Commitments.  In the event that the aggregate amount of Term
Loans and/or Revolving Commitments subject to Extension Elections exceeds the
amount of Extended Loans/Commitments requested pursuant to the Extension
Request, Term Loans and/or Revolving Commitments (and any earlier extended
Extended Revolving Commitments) subject to Extension Elections shall be
converted to Extended Loans/Commitments on a pro rata basis based on the amount
of Term Loans and/or Revolving Commitments (and any earlier extended Extended
Revolving Commitments) included in each such Extension
Election.  Notwithstanding the conversion of any Existing Revolving
Commitment into an Extended Revolving Commitment, such Extended Revolving
Commitment shall be treated identically to all Existing Revolving Commitments of
the Specified Existing Revolving Commitment Class for purposes of the
obligations of a Revolving Lender in respect of Swing Line Loans under Section
2.3 and Letters of Credit under Section 2.4, except that the applicable
Extension Agreement may provide that the Revolving Commitment Termination Date
with respect to such Swing Line Lender and/or the last day for issuing Letters
of Credit may be extended and the related obligations to make Swing Line Loans
and issue Letters of Credit may be continued (pursuant to mechanics set forth in
the applicable Extension Agreement) so long as the Swing Line Lender and/or the
applicable Issuing Bank, as applicable, have consented to such extensions (it
being understood that no consent of any other Lender shall be required in
connection with any such extension).


    
      
         


      

      
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    (c)           Extended
Loans/Commitments shall be established pursuant to a supplement (which shall set
forth the effective date of such extension) to the First Amendment (which,
except to the extent expressly contemplated by the penultimate sentence of this
Section 2.25(c) and notwithstanding anything to the contrary set forth in
Section 10.5, shall not require the consent of any Lender other than the
Extending Lenders with respect to the Extended Loans/Commitments established
thereby) in substantially the form of Exhibit Q or such other form as approved
from time to time by the Borrower and the Administrative Agent (each, an “Extension Agreement”)
executed by the Credit Parties, the Administrative Agent and the Extending
Lenders.  Notwithstanding anything to the contrary in this Section
2.25 and without limiting the generality or applicability of Section 10.5 to any
Section 2.25 Additional Agreements, any Extension Agreement may provide for
additional terms other than those referred to or contemplated above (each, a
“Section 2.25 Additional
Agreement”) to this Agreement and the other Credit Documents; provided that no such
Section 2.25 Additional Agreement shall become effective prior to the time that
such Section 2.25 Additional Agreement has been consented to by such of the
Lenders, Credit Parties and other parties (if any) as would be required
(including, without limitation, under the requirements of Section 10.5) if such
Section 2.25 Additional Agreement were a separate and independent amendment of
the Credit Agreement.  It is understood and agreed that each Lender
that has consented to the First Amendment has consented, and shall at the
effective time thereof be deemed to consent to each supplement to the First
Amendment and the other Credit Documents authorized by this Section 2.25 and the
arrangements described above in connection therewith except that the foregoing
shall not constitute a consent on behalf of any Lender to the terms of any
Section 2.25 Additional Agreement.  In connection with any Extension
Agreement, the Borrower shall deliver an opinion of counsel reasonably
acceptable to the Administrative Agent as to any matters reasonably requested by
the Administrative Agent.


    
      
         


      

      
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    (d)           Notwithstanding
anything to the contrary contained in this Agreement (including Section 2.25 or
Section 10.5), the Lenders hereby irrevocably authorize the Administrative Agent
and the Collateral Agent to enter into technical (in the view of the
Administrative Agent or Collateral Agent, as applicable) amendments to this
Agreement and the other Credit Documents with the applicable Credit Parties as
may be necessary in order to effectuate the transactions contemplated in this
Section 2.25.  All such amendments entered into with the applicable
Credit Parties by the applicable Agent hereunder shall be binding and conclusive
on all Lenders.  The Administrative Agent shall have the right, but
not the obligation, to consult with the Requisite Lenders with respect to any
matter contemplated in this Section 2.25.

    


    (e)           Notwithstanding
anything to the contrary contained in the Credit Agreement, any Extended Term
Loans or Extended Revolving Commitments (and related Extended Revolving Loans),
as applicable, the terms of which are identical to other Extended Term Loans or
Extended Revolving Commitments (and related Extended Revolving Loans) shall
constitute one Class of Loans or Commitments (and related Loans), as
applicable.”

    


    Q.     Section 5.1(b) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    
      “(b)        Quarterly Financial
Statements.  As soon as available, and in any event within 50
days after the end of each of the first three Fiscal Quarters 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 and together with a Narrative Report (it being understood that
the Form 10-Q filed with the Securities and Exchange Commission shall be
acceptable) 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;”

    

     

    R.     Section 5.1(i) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    
      “(i)         
Financial
Plan.  As soon as practicable and in any event no later than 60
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, and (ii) forecasted consolidated statements of income
and cash flows of Borrower and its Subsidiaries for each Fiscal Quarter of such
Fiscal Year;”

    

     

    S.     Section 5.14(a) of the
Credit Agreement is hereby replaced in its entirety as follows:


    
      
         


      

      
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      “(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). Notwithstanding the foregoing, Borrower shall use commercially
reasonable efforts to obtain updated ratings from Moody’s and S&P with
respect to its senior secured debt by no later than the date that is 180 days
following the consummation of an IPO.”

    

     

    T.     Section 6.1(h) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(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
$5,000,000 in the aggregate at any time outstanding;”

    


    U.     Section 6.1(i) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(i)          Indebtedness
in an amount not to exceed $50,000,000 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;”

    


    V.     Section 6.1(j) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(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 $50,000,000;”

    


    W.     Section 6.1(m) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(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 $50,000,000 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;”


    
      
         


      

      
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    X.     Section 6.1(n) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(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 $100,000,000;
and”

    


    Y.     Section 6.6(m) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(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
$25,000,000; 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;”

    


    Z.     Section 6.6(n) of the Credit
Agreement is hereby replaced in its entirety as follows:

     

    “(n)        other
Investments by Credit Parties in Subsidiaries (other than wholly owned
Guarantors) in an aggregate amount not to exceed at any time
$25,000,000;”

    


    AA.     Section 6.7(b) of the
Credit Agreement is hereby replaced in its entirety as follows:

     

    “(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 from and after the First
Amendment Effective Date, (y) if the aggregate amount of Consolidated
Capital Expenditures for any Fiscal Year (beginning with Fiscal Year 2010) 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:


    
      
         


      

      
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                          Fiscal Year

                        	 	
                          Consolidated Capital

                          Expenditures

                        	 
	
                          2008

                        	 	$	25,000,000	 
	
                          2009

                        	 	$	25,000,000	 
	
                          2010

                        	 	$	35,000,000	 
	
                          2011
      and each Fiscal Year thereafter

                        	 	$	40,000,000	 


                

              

            

          

        

      

    

    


    BB.     Section 6.8(e) of the Credit
Agreement is hereby replaced in its entirety as follows:

    


    “(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 (x) prior to
the First Amendment Effective Date,  (i) no more than $100,000,000 in
the aggregate in any Fiscal Year, and (ii) no more than $200,000,000 in the
aggregate from the Closing Date to the date of determination and (y) from and
after the First Amendment Effective Date, no more than $200,000,000 in the
aggregate from the First Amendment Date to the date of determination, in each
case, plus the value of any equity or proceeds of equity issued in connection
therewith;”

    


    CC.     Clause
(e) of Section
6.11 of
the Credit Agreement is hereby replaced in its entirety as follows:

     

    “(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 (X) management fees and transaction
fees and (Y) on the date of termination of the Advisory Agreement upon the
consummation of (or within 180 days following) an IPO, a termination fee and/or
transaction fee in an amount not to exceed $19,400,000, in each case, 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, transaction fees and termination
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;”

    


    DD.     Section 6.15 of the Credit
Agreement is hereby replaced in its entirety as follows:


    
      
         


      

      
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    “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;
provided, that nothing contained herein shall prohibit (i) the amendment or
modification of the Advisory Agreement to clarify that a termination fee and/or
transaction fee shall be payable thereunder to Sponsor and its Affiliates upon
the consummation of (or within 180 days following) an IPO in an amount not to
exceed $19,400,000 or (ii) the payment of any such termination fee and/or
transaction fee to the extent permitted by Section 6.11.”

    


    EE.     The
Credit Agreement is hereby amended by adding new Exhibits N, O, P and Q thereto
in the form of Annexes I, II, III and IV, respectively, to this
Amendment.

     

    
      SECTION
II.     CONDITIONS TO EFFECTIVENESS

    

     

    This
Amendment shall become effective upon the satisfaction of all of the following
conditions precedent (the date of satisfaction of such conditions being referred
to herein as the “First
Amendment Effective Date”):

     

    A.     Execution.
Administrative Agent shall have received (i) consent and authorization from the
Requisite Lenders to execute this Amendment on their behalf and (ii) on or prior
to the 5th day
from the date that Administrative Agent shall have provided written notice to
the Borrower that Administrative Agent has received consent from the Requisite
Lenders to the terms of this Amendment, a counterpart signature page of this
Amendment duly executed by each of the Credit Parties.

     

    B.     Fees. On or prior to the
5th
day from the date that Administrative Agent shall have provided written notice
to the Borrower that Administrative Agent has received consent from the
Requisite Lenders to the terms of this Amendment, the Administrative Agent shall
have received:

     

    (a)     for
distribution to all Lenders executing this Amendment on or prior to the First
Amendment Effective Date, a non-refundable upfront fee in an amount equal to
0.625% of the aggregate of such Lender’s Loans and Commitments outstanding as of
the date hereof; and

     

    (b)     all
other fees and other amounts due and payable on or prior to the First Amendment
Effective Date, including, to the extent invoiced, reimbursement or other
payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder or any other Credit Document.

     

    C.     Necessary Consents. Each
Credit Party shall have obtained all material consents necessary or advisable in
connection with the transactions contemplated by this Amendment.

     

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


    
      
         


      

      
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      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.

     

    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 any law, statute,
rule or regulation, or of 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) or (ii) of this Section III.C., individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect, (iii)
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 each
Credit Party (other than any Liens created under any of the Credit Documents in
favor of Administrative Agent on behalf of Lenders), or (iv) 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 will not 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 Borrower and Holdings of the Amended
Agreement and the other Credit Documents, 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 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).


    
      
         


      

      
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    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.

     

    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.     ACKNOWLEDGMENT AND CONSENT

    

     

    Each
Guarantor hereby acknowledges that it has reviewed the terms and provisions of
the Credit Agreement and this Amendment and consents to the amendment of the
Credit Agreement effected pursuant to this Amendment.  Each Guarantor
hereby confirms that each Credit Document to which it is a party or otherwise
bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, to the fullest extent possible in accordance with
the Credit Documents the payment and performance of all “Obligations” under each
of the Credit Documents to which is a party (in each case as such terms are
defined in the applicable Credit Document).

     

    Each
Guarantor acknowledges and agrees that any of the Credit Documents to which it
is a party or otherwise bound shall continue in full force and effect and that
all of its obligations thereunder shall be valid and enforceable and shall not
be impaired or limited by the execution or effectiveness of this
Amendment.  Each Guarantor represents and warrants that all
representations and warranties contained in the Amended Agreement and the Credit
Documents to which it is a party or otherwise bound are 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.

     

    Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions
to effectiveness set forth in this Amendment, such Guarantor is not required by
the terms of the Credit Agreement or any other Credit Document to consent to the
amendments to the Credit Agreement effected pursuant to this Amendment and (ii)
nothing in the Credit Agreement, this Amendment or any other Credit Document
shall be deemed to require the consent of such Guarantor to any future
amendments to the Credit Agreement.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      SECTION
V.     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 INTERNAL 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.

     

    [Remainder of this page intentionally
left blank.]


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    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
      HOLDING CORP.

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/ John Adamovich

              
	 
      	 
      	 
      	
                Name:  John
      Adamovich

              
	 
      	 
      	 
      	
                Title:  SVP,
      CFO & Secretary

              
	 
      	 
      	 
      
	 
      	 
      	
                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

              


      

    

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      
        	
                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

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                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

              


      

    

     

    [Signature
Page to First Amendment - Aeroflex]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

              
	 
      	
                as
      Administrative Agent

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Douglas Tansey

              
	 
      	 
      	
                Authorized
      Signatory

              


      

    

    


    [Signature
Page to First Amendment - Aeroflex]



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX I

    


    EXHIBIT
N

    


    FORM OF TERM LOAN EXTENSION
REQUEST

    


    Aeroflex
Incorporated

    c/o
Veritas Capital Fund Management, L.L.C.

    590
Madison Avenue, 41st Floor

    New York,
NY 10022

    [Date]

    


    Goldman
Sachs Credit Partners L.P.,

    as
Administrative Agent

    200 West
Street

    New York,
New York 10282-2198

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Credit and Guaranty Agreement dated as of August 15, 2007, among
Aeroflex Incorporated (the “Borrower”), Aeroflex Holding
Corp. (f/k/a AX Holding Corp.), certain Subsidiaries of the Borrower, the
Lenders from time to time party thereto and Goldman Sachs Credit Partners L.P.,
as Administrative Agent and Collateral Agent (as amended, supplemented or
otherwise modified through the date hereof, the “Credit
Agreement”).  Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Credit Agreement.

    


    The
Borrower hereby notifies the Administrative Agent of its request that an
aggregate principal amount specified below of Term Loans of the Class specified
below be converted on [Insert conversion date] to extend the scheduled final
maturity date thereof on the following terms:

    


    1.  Existing
Term Loan Class: ___________________

    


    2.  Aggregate
principal amount of Existing Term Loan Class to be converted:
____________

    


    3.  Name
of Class of such Extended Term Loans: ____________________

    


    4.  Extended
Term Loan Maturity Date of such Extended Term Loans:
____________________

    


    5.  Applicable
Margin for such Extended Term Loans: _______________________

    


    6.  Scheduled
amortization of such Extended Term
Loans:  _______________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    7.  [Upfront
fees or premiums for such Extended Term Loans]:
_______________________

    


    Except as
specified above, all terms of such Extended Term Loans shall be identical to
those applicable to the Existing Term Loan Class specified above.

    


    The
Borrower hereby requests that Lenders respond to this Term Loan Extension
Request by ___________.

     

    [Remainder of page intentionally left
blank.]



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  AEROFLEX
      INCORPORATED

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX II

    


    EXHIBIT
O

    


    FORM OF REVOLVING LOAN
EXTENSION REQUEST

    


    Aeroflex
Incorporated

    c/o
Veritas Capital Fund Management, L.L.C.

    590
Madison Avenue, 41st Floor

    New York,
NY 10022

    [Date]

    


    Goldman
Sachs Credit Partners L.P.,

    as
Administrative Agent

    200 West
Street

    New York,
New York 10282-2198

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Credit and Guaranty Agreement dated as of August 15, 2007, among
Aeroflex Incorporated (the “Borrower”), Aeroflex Holding
Corp. (f/k/a AX Holding Corp.), certain Subsidiaries of the Borrower, the
Lenders from time to time party thereto and Goldman Sachs Credit Partners L.P.,
as Administrative Agent and Collateral Agent (as amended, supplemented or
otherwise modified through the date hereof, the “Credit
Agreement”).  Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Credit Agreement.

    


    The
Borrower hereby notifies the Administrative Agent of its request that an
aggregate principal amount specified below of Revolving Commitments (and
Revolving Loans thereunder) of the Class specified below be converted on [Insert
conversion date] to extend the scheduled final maturity date thereof on the
following terms:

    


    1.  Class
of Existing Revolving Commitments: ___________________

    


    2.  Aggregate
principal amount of Class of Existing Revolving Commitments to be converted:
____________

    


    3.  Name
of Class of such Extended Revolving Commitments and related Extended Revolving
Loans: ____________________

    


    4.  Scheduled
final maturity date and commitment termination date of such Extended Revolving
Commitments and related Extended Revolving Loans:
____________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5.  Applicable
Margin for such Extended Revolving Commitments and related Extended Revolving
Loans: _______________________

    


    6.  Applicable
Revolving Commitment Fee Percentage for such Extended Revolving Commitments and
related Extended Revolving Loans: __________________________

    


    6.  [Upfront
fees or premiums for such Extended Revolving Commitments and related Extended
Revolving Loans]: _______________________

    


    Except as
specified above, all terms of such Extended Revolving Commitments and related
Extended Revolving Loans shall be identical to those applicable to the Class of
Existing Revolving Commitments specified above.

    


    The
Borrower hereby requests that each Issuing Bank severally agree to extend its
commitment under the Credit Agreement to issue Letters of Credit until the
scheduled final maturity date and commitment termination date of the Extended
Revolving Commitments and related Extended Revolving Loans set forth
above.

    


    The
Borrower hereby requests that the Swing Line Lender agree to extend its
commitment to make Swing Line Loans until the scheduled final maturity date and
commitment termination date of the Extended Revolving Commitments and related
Extended Revolving Loans set forth above.

    


    The
Borrower hereby requests that Lenders, the Issuing Bank and the Swing Line
Lender respond to this Revolving Loan Extension Request by
___________.

     

    [Remainder of page intentionally left
blank.]



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  AEROFLEX
      INCORPORATED

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
III

    


    EXHIBIT
P

    


    FORM OF EXTENSION
ELECTION

    


    [Insert
Name of Lender]

    [Insert
Address of Lender]

    


    Goldman
Sachs Credit Partners L.P.,

    as
Administrative Agent

    200 West
Street

    New York,
New York 10282-2198

    


    Ladies
and Gentlemen:

    


    Reference
is made to (a) the Credit and Guaranty Agreement dated as of August 15, 2007,
among Aeroflex Incorporated (the “Borrower”), Aeroflex Holding
Corp. (f/k/a AX Holding Corp.), certain Subsidiaries of the Borrower, the
Lenders from time to time party thereto and Goldman Sachs Credit Partners L.P.,
as Administrative Agent and Collateral Agent (as amended, supplemented or
otherwise modified through the date hereof, the “Credit Agreement”) and (b) the
[Term Loan Extension Request]/[Revolving Loan Extension Request] of the Borrower
dated [        ].  Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.

    


    [Insert
name of Lender] hereby notifies the Administrative Agent of its election to
convert $__________ aggregate principal amount of [Insert Existing Term Loan
Class]/[Insert Class of Existing Revolving Commitments to be converted][(and
Revolving Loans thereunder)] into [Insert Name of Class of Extended Term
Loans]/[Insert Name of Class of Extended Revolving Commitments (and related
Extended Revolving Loans)] on [Insert conversion date] on the terms and
conditions specified in the [Term Loan Extension Request]/[Revolving Loan
Extension Request] referred to above.

    


    
      
        
          
            
              	
                      Very
      truly yours,

                    
	 
      
	
                      [Insert
      Name of Lender]

                    
	 
      
	
                      By:

                    	 
      
	
                      Name:

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX IV

    


    EXHIBIT
Q

    


    FORM OF EXTENSION
AGREEMENT

    


    [Insert
Names of Lenders]

    [Insert
Addresses of Lenders]

    


    [Date]

    


    Aeroflex
Incorporated

    c/o
Veritas Capital Fund Management, L.L.C.

    590
Madison Avenue, 41st Floor

    New York,
NY 10022

    


    Goldman
Sachs Credit Partners L.P.,

    as
Administrative Agent

    200 West
Street

    New York,
New York 10282-2198

    


    Ladies
and Gentlemen:

    


    Reference
is made to (a) the Credit and Guaranty Agreement dated as of August 15, 2007,
among Aeroflex Incorporated (the “Borrower”), Aeroflex Holding
Corp. (f/k/a AX Holding Corp.), certain Subsidiaries of the Borrower, the
Lenders from time to time party thereto and Goldman Sachs Credit Partners L.P.,
as Administrative Agent and Collateral Agent (as amended, supplemented or
otherwise modified through the date hereof, the “Credit Agreement”), (b) the
[Term Loan Extension Request]/[Revolving Loan Extension Request] of the Borrower
dated [        ] and (c) the Extension
Elections of the undersigned Lenders.  Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Credit
Agreement.

    


    Each
Lender party to this letter agreement (this “Extension Agreement”, and each
such Lender, an “Extending
Lender”) hereby severally agrees to convert on [Insert effective date],
as applicable, (i) the [Insert applicable Class of Existing Revolving
Commitments] set forth on such Lender’s applicable Extension Election and
Revolving Loans thereunder to an Extended Revolving Commitment and related
Extended Revolving Loans with the terms set forth on Annex I hereto and/or
(ii) the [Insert applicable Existing Term Loan Class] set forth on such Lender’s
applicable Extension Election to Extended Term Loans with the terms set forth on
Annex II
hereto.  Each Extended Revolving Commitment and related Extended
Revolving Loans and each Extended Term Loan provided pursuant to this Extension
Agreement shall be subject to the terms and conditions set forth in the Credit
Agreement.  Each Extending Lender also agrees that the provisions set
forth on Annexes
I and II
attached hereto shall be applicable to its Extended Revolving Commitments and
related Extended Revolving Loans and/or Extended Term Loans, as
applicable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    [Each Issuing Bank party to
this Extension Agreement (an “Extending Issuing Bank”)
hereby severally agrees to extend its commitment under the Credit Agreement to
issue Letters of Credit until the scheduled final maturity date and commitment
termination date of the Extended Revolving Commitments and related Extended
Revolving Loans set forth on Annex I
hereto.  Each Letter of Credit shall be subject to the terms and
conditions set forth in the Credit Agreement.]

    


    [Each Swing Line Lender party
to this Extension Agreement (an “Extending Swing Line Lender”)
hereby severally agrees to extend its commitment to make Swing Line Loans until
the scheduled final maturity date and commitment termination date of the
Extended Revolving Commitments and related Extended Revolving Loans set forth on
Annex I
hereto.  Each Swing Line Loan shall be subject to the terms and
conditions set forth in the Credit Agreement.]

    


    Each
Extending Lender[,
Extending Issuing Bank]
[and/or]
Extending Swing Line Lender][, as applicable,] hereby:

    


    1.  confirms
that it has received a copy of the Credit Agreement and the other Credit
Documents, together with copies of the financial statements delivered pursuant
thereto and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Extension
Agreement;

    


    2.  agrees
that it will, independently and without reliance upon the Administrative Agent,
the other Agents, or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Credit Documents or any other instrument or document furnished pursuant
hereto or thereto;

    


    3.  appoints
and authorizes the Agents to take such action as agent on its behalf and to
exercise such powers under the Credit Agreement and the other Credit Documents
or any other instrument or document furnished pursuant thereto as are delegated
to the Agents by the terms thereof, together with such powers as are reasonably
incidental thereto;

    


    4.  as
applicable, agrees that (1) its Extended Revolving Commitments resulting from
the effectiveness of this Extension Agreement (if any) shall be referred to as
“[     ] Extended Revolving Commitments” and (2) its
Extended Term Loans resulting from the effectiveness of this Extension Agreement
(if any) shall be referred to as “[      ] Term
Loans”;

    


    5.  authorizes
the Agents to execute such amendments to the Credit Documents as are considered
to be necessary pursuant to Sections 2.25(d) of the Credit
Agreement;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    6.  agrees
that it will continue to perform, in accordance therewith, all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender[, an Issuing Bank] [and/or] [a Swing Line Lender][, as applicable];

    


    7.  in
the case of each lending institution organized under the laws of a jurisdiction
outside the United States, attaches the forms prescribed by the Internal Revenue
Service of the United States, certifying as to its entitlement to a complete
exemption from United States withholding taxes with respect to all payments to
be made under the Credit Agreement and the other Credit Documents;
and

    


    8.  (a)
acknowledges and agrees that the First Amendment complies in all respects with
the Credit Agreement (prior to giving effect to the First Amendment), including
Section 10.5 thereof, and consents and agrees to the amendments and other
agreements made in or permitted by the First Amendment, (b) acknowledges and
agrees that this Extension Agreement complies in all respects with the Credit
Agreement, including Sections 2.25 and 10.5 thereof, and (c) consents in
accordance with the Credit Agreement, including Sections 2.25 and 10.5 thereof,
to the extensions contemplated herein.

    


    Each
Credit Party hereby acknowledges that it has reviewed the terms and provisions
of the Credit Agreement and this Extension Agreement and consents to the
supplement of the First Amendment effected pursuant to this Extension
Agreement.  Each Credit Party hereby confirms that each Credit
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guarantee or secure, as the case may be, to the fullest
extent possible in accordance with the Credit Documents the payment and
performance of all “Obligations” under each of the Credit Documents to which is
a party (in each case as such terms are defined in the applicable Credit
Document).

     

    Each
Credit Party acknowledges and agrees that any of the Credit Documents to which
it is a party or otherwise bound, as amended, shall continue in full force and
effect and that all of its obligations thereunder shall be valid and enforceable
and shall not be impaired or limited by the execution or effectiveness of this
Extension Agreement.

    


    Borrower
and each other Credit Party party hereto has duly authorized, executed (if
applicable) and recorded (or caused to be recorded) in each appropriate
governmental office all relevant filings and recordations to ensure that the
Extended Revolving Commitments and Extended Term Loans are secured by the
Collateral in accordance with the Collateral Documents.

    


    In order
to induce Lenders, [the Issuing Bank] and/or [the Swing Line Lender] to enter
into this Extension Agreement and to supplement the First Amendment in the
manner provided herein, the Borrower represents and warrants to the
Administrative Agent and each Lender, [the Issuing Bank] and/or [the Swingline
Lender] that the following statements are true and correct in all material
respects:

    


    1.  Each
Credit Party which is party hereto has all requisite power and authority to
enter into this Extension Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.  The
execution and delivery of this Extension Agreement have been duly authorized by
all necessary action on the part of each Credit Party that is a party
thereto.

    


    3.  The
execution, delivery and performance by each Credit Party of this Extension
Agreement (including the extensions of maturity contemplated thereby) does not
and will not (i) violate (A) any provision of any law or any governmental rule
or regulation applicable to any of the Credit Parties, (B) any of the
Organizational Documents of any of the Credit Parties or (C) any order, judgment
or decree of any court or other agency of government binding on any of the
Credit Parties, (ii) materially conflict with, result in a material breach
of or constitute (with due notice or lapse of time or both) a material default
under any material Contractual Obligation (including the Credit Agreement) of
any of the Credit Parties, (iii) except as permitted under the Credit Agreement,
result in or require the creation or imposition of any Lien upon any of the
material properties or assets of any of the Credit Parties (other than any Liens
created under any of the Credit Documents in favor of Collateral Agent, on
behalf of Secured Parties), or (iv) require any approval of stockholders,
members or partners or any approval or consent of any Person under any material
Contractual Obligation of any of the Credit Parties, except for such approvals
or consents which will be obtained on or before the date hereof and disclosed in
writing to Administrative Agent.

    


    4.  No
registration with, consent or approval of, or notice to, or other action to,
with or by, any Governmental Authority is or will be required in connection with
the execution and delivery by each Credit Party of this Extension
Agreement.  Each Credit Party has obtained all material consents, if
any, necessary or advisable in connection with this Extension
Agreement.

    


    5.  This
Extension Agreement has been duly executed and delivered by each of the Credit
Parties 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.

    


    6.  The
representations and warranties contained in the Credit Documents (including
Section 4 of the Credit Agreement (after giving effect to this Extension
Agreement)) are and will be true and correct in all material respects on and as
of the date hereof to the same extent as though made on and as of the date
hereof, 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.

    


    7.  Both
immediately before and after giving effect to this Extension Agreement, no event
has occurred and is continuing that would constitute an Event of Default or a
Default.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Upon the
execution of a counterpart of this Extension Agreement by Borrower and each
other Credit Party, each Extending Lender[, each Extending Issuing
Bank] [and] [each Extending Swing Line
Lender], the delivery to
the Administrative Agent of a fully executed copy hereof (including by way of
counterparts and by electronic delivery) and the payment of any fees required in
connection herewith, this Extension Agreement, the conversions and extensions
contemplated herein, shall become effective as of [Insert effective
date].  The parties hereto agree that (a) the aggregate principal
amount of [Insert applicable Existing Term Loan Class] converted into Extended
Term Loans pursuant to this Extension Agreement is $____________, (b) the
aggregate principal amount of [Insert applicable Class of Existing Revolving
Commitments] converted into Extended Revolving Commitments pursuant to this
Extension Agreement is $________________ and (c) the aggregate principal amount
of Revolving Loans related to [Insert applicable Class of Revolving Commitments]
converted into Extended Revolving Loans pursuant to this Extension Agreement is
$_________________.

    


    After the
effectiveness of this Extension Agreement in accordance with the preceding
paragraph, this Extension Agreement may only be changed, modified or varied by
written instrument in accordance with the requirements for the modification of
Credit Documents pursuant to Section 10.5 of the Credit Agreement.

    


    THIS
EXTENSION 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 CONFLICTS OF LAWS PRINCIPLES
THEREOF.

    


    This
Extension Agreement 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.

     

    [Remainder of this page intentionally
left blank.]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Very
truly yours,

    


    [Insert
Lender, Issuing Bank and Swing Line

    Lender
signature blocks]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              	
                      ACCEPTED
      AND AGREED AS OF THE

                      DATE
      FIRST WRITTEN ABOVE:

                    
	 
      
	
                      AEROFLEX
      INCORPORATED

                    
	 
      
	
                      By:

                    	
                       

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      
	
                      AEROFLEX
      HOLDING CORP.

                    
	 
      
	
                      By:

                    	
                       

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      
	
                      [NAMES
      OF SUBSIDIARIES]

                    
	 
      
	
                      By:

                    	
                       

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

                
	
                  As
      Administrative Agent

                
	 
      	 
      
	
                  By:

                	
                   

                
	 
      	
                  Authorized
      Signatory

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX I
TO EXTENSION AGREEMENT

    


    [Insert
Extended Revolving Commitment economic terms specified in Extension
Request]



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX II
TO EXTENSION AGREEMENT

    


    [Insert
Extended Term Loan economic terms specified in Extension
Request]