Exhibit 10.43


 


FIRST
AMENDMENT

TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY 

AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


SECTION I.     AMENDMENTS TO CREDIT AGREEMENT


 


1.1                               Amendments.


 


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


 


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


 


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


 


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


 

















 


1.2                               Amendments
to Section 10.6.


 


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


 


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


 


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


 


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


 


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


 


(iv)          The
Lenders hereby consent to the transactions described in this Section 10.6(i) and
waive the requirements of any provision of this Agreement and any other Credit
Document that would otherwise result in a breach of this 


 


2

















 


Agreement,
a Default or an Event of Default as a direct result of any transaction
described in this Section 10.6(i).


 


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


 


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


 


1.3                               Exhibits.


 


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


 


SECTION II.     CONDITIONS TO EFFECTIVENESS


 


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


 


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


 


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


 


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


 


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


 


SECTION III.     REPRESENTATIONS AND WARRANTIES


 


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


 


A.     Corporate Power and Authority.  Each Credit Party, which is party hereto, has
all requisite power and authority to enter into this Amendment and to carry out
the transactions 


 


3

















 


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 (x) any
law, statute, rule or regulation, or (y) the certificate or articles
of incorporation or partnership agreement, other constitutive documents or
by-laws of Holdings, the Borrower or any Credit Party or (B) any
applicable order of any court or any rule, regulation or order of any
Governmental Authority, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any
Contractual Obligation of the applicable Credit Party, where any such conflict,
violation, breach or default referred to in clause (i)(A)(x), (i)(B) or (ii) of
this Section III.C., individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect, (iii) be in conflict with,
result in a breach of, or constitute (along or with notice or lapse of time or
both) a default under the Senior Secured Credit Facility or the Indenture,
dated as of August 7, 2008, among the Borrower, each of the Credit Parties
party thereto, and The Bank of New York Mellon, as Trustee, (iv) except as
permitted under the Amended Agreement, result in or require the creation or
imposition of any Lien upon any of the properties or assets of any Credit
Party, or (v) require any approval of stockholders or partners or any
approval or consent of any Person under any Contractual Obligation of each
Credit Party, except for such approvals or consents which will be obtained on
or before the First Amendment Effective Date and except for any such approvals
or consents the failure of which to obtain could not reasonably be expected to
have a Material Adverse Effect.


 


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


 


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


 


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


 


4

















 


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.     MISCELLANEOUS


 


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


 


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


 


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


 


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


 


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


 


C.     Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


D.     Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are
physically attached to the same document. 
Delivery of an executed counterpart of a signature page to this
Amendment by facsimile or pdf or other similar electronic means shall be as
effective as delivery of a manually executed counterpart of this Amendment.


 


5

















 


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


 


[Remainder
of this page intentionally left blank.]


 


6

















 


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


 


 


	
  BORROWER:

  	
  AEROFLEX INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Adamovich

  
	
   

  	
   

  	
  Name:  John Adamovich

  
	
   

  	
   

  	
  Title:
  SVP, CFO & Secretary

  



 






 










 


	
  GUARANTORS :

  	
  AEROFLEX
  COLORADO SPRINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Adamovich

  
	
   

  	
   

  	
  Name:
  John Adamovich

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  AEROFLEX HIGH SPEED TEST 

  SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Adamovich

  
	
   

  	
   

  	
  Name:
  John Adamovich

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  AEROFLEX/INMET, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Adamovich

  
	
   

  	
   

  	
  Name:
  John Adamovich

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  AEROFLEX/KDI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Adamovich

  
	
   

  	
   

  	
  Name:
  John Adamovich

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
  AEROFLEX/METELICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Adamovich

  
	
   

  	
   

  	
  Name:
  John Adamovich

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


8

















 


	
   

  	
  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

  



 

















 


	
   

  	
  TCW/CRESCENT
  MEZZANINE PARTNERS IV, 

  L.P.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  TCW/Crescent Mezzanine Management IV, L.L.C., 

  its Investment Manager.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  TCW Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Kaufman

  
	
   

  	
   

  	
  Name:
  Joseph A. Kaufman

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TCW/CRESCENT
  MEZZANINE PARTNERS IVB, 

  L.P.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  TCW/Crescent Mezzanine Management IV, L.L.C., 

  its Investment Manager.

  
	
   

  	
   

  
	
   

  	
  By:
  TCW Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Kaufman

  
	
   

  	
   

  	
  Name:
  Joseph A. Kaufman

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


12

















 


	
   

  	
  MAC
  CAPITAL, LTD.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  TCW Advisors, Inc.

  
	
   

  	
   

  	
  as
  attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gil Tollinchi

  
	
   

  	
   

  	
  Name:
  Gil Tollinchi

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Johnathan Insull

  
	
   

  	
   

  	
  Name:
  Johnathan Insull

  
	
   

  	
   

  	
  Title
  Senior Vice President

  



 


13

















 


	
   

  	
  GS
  DIRECT, L.L.C.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Laurie E. Schmidt

  
	
   

  	
   

  	
  Name:
  Laurie E. Schmidt

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


14

















 


	
   

  	
  NEWSTONE CAPITAL PARTNERS, L.P.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  Newstone Partners, L.P.

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  Newstone Capital Partners, LLC

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Rocchio

  
	
   

  	
   

  	
  Name:
  John C. Rocchio

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


15