exv4wc






Exhibit 4(c)




NOTE GUARANTEE




          NOTE GUARANTEE, dated as of April 8, 2010 (this “Guarantee”), made by each of the
corporations that are signatories hereto (the “Guarantors”), in favor of The Bank of New
York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) for the
Holders (as defined in the Indenture (as hereafter defined)).




W I T N E S S E T H:




          WHEREAS, Stratus Technologies, Inc., a Delaware corporation (the “U.S.
Issuer”) and Stratus Technologies Bermuda Ltd. (the “Bermuda Issuer” and, together
with the U.S. Issuer, the “Issuers”), are party to an Indenture, dated as of the date
hereof (as the same may be amended, supplemented or otherwise modified from time to time, the
“Indenture”), among the Issuers, the Trustee and The Bank of New York Mellon Trust Company,
N.A., as collateral agent (in such capacity, the “Collateral Agent”) pursuant to which the
Issuers have issued units (the “Units”), each Unit consisting of $480 principal amount of
12% Senior Secured Notes due 2015 (the “Bermuda Notes”) issued by the Bermuda Issuer and $520
principal amount of 12% Senior Secured Notes due 2015 (the “U.S. Notes” and, together with
the Bermuda Notes, the “Notes”) issued by the U.S. Issuer;




          WHEREAS, the Issuers and the other Guarantors are engaged in related businesses, and each Guarantor will derive substantial
direct and indirect benefit from the proceeds of the Notes; and




          NOW, THEREFORE, in consideration of the premises and to induce the Holders to purchase the Notes, the Guarantors hereby agree with and
for the benefit of the Trustee and the Holders as follows:




          1. Defined Terms. As used in this Guarantee, terms defined in the Indenture or in the
preamble or recitals hereto are used herein as therein defined, and the following terms shall have
the following meaning:





     “Bermuda Obligations”: means the unpaid principal amount of, premium, if any, and
interest on (including interest accruing on or after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding, relating to the Bermuda
Issuer, whether or not a claim for such post-filing or post-petition interest is allowed) the
Notes, and interest on the overdue principal of and interest and premium, if any, on the Notes and
all other obligations and liabilities of the Bermuda Issuer to the Holders, the Trustee or the
Collateral Agent, whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, the
Indenture, the other Indenture Documents and any other document executed and delivered or given in
connection therewith or herewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees
and disbursements of counsel to the Holders, the Trustee or the Collateral Agent that are required
to be paid by the Bermuda Issuer or the other Guarantors pursuant to the terms of the Indenture) or otherwise.



 









 






     “Obligations”: means the Bermuda Obligations and the U.S. Obligations.




     “U.S. Obligations”: means the unpaid principal amount of, premium, if any, and
interest on (including interest accruing on or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the U.S. Issuer, whether or not a claim for such post-filing or post-petition
interest is allowed) the Notes, and interest on the overdue principal of and interest and
premium, if any, on the Notes and all other obligations and liabilities of the U.S. Issuer
to the Holders, the Trustee or the Collateral Agent, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, the Indenture, the other Indenture Documents and any
other document executed and delivered or given in connection therewith or herewith, whether
on account of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all reasonable fees and disbursements of counsel
to the Holders, the Trustee or the Collateral Agent that are required to be paid by the
U.S. Issuer or the other Guarantors pursuant to the terms of the Indenture) or otherwise.



          2. Guarantee. (a) (i) each Guarantor other than the Bermuda Issuer hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Trustee, for the benefit of the
Holders, the Trustee and the Collateral Agent and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the Bermuda Issuer when
due (whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or
otherwise) of the Bermuda Obligations, and each of the Guarantors other than the Bermuda Issuer
further agrees, pursuant to Sections 8.07 and 12.11 of the Indenture, to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of counsel) which may be paid
or incurred by the Trustee or the Collateral Agent in enforcing, or obtaining advice of counsel in
respect of, any rights with respect to, or collecting, any or all of the Bermuda Obligations and/or
enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantee
and (ii) each Guarantor other than the U.S. Issuer hereby, jointly and severally, unconditionally
and irrevocably, guarantees to the Trustee, for the benefit of the Holders, the Trustee and the
Collateral Agent and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the U.S. Issuer when due (whether at Stated Maturity, by
acceleration, redemption, required purchase or repurchase or otherwise) of the U.S. Obligations,
and each of the Guarantors other than the U.S. Issuer further agrees, pursuant to Sections 8.07 and
12.11 of the Indenture, to pay any and all expenses (including, without limitation, all reasonable
fees and disbursements of counsel) which may be paid or incurred by the Trustee or the Collateral
Agent in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the U.S. Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors
under this Guarantee.




          (b) Anything herein or in any other Indenture Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Indenture Documents shall in no
event exceed the amount which can be guaranteed by such Guarantor under applicable federal and
state laws relating to the insolvency of debtors.





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          (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed
the amount of the liability of such Guarantor hereunder without impairing this Guarantee or
affecting the rights of the Trustee or any Holder hereunder.




          (d) No payment or payments made by any of the Issuers, the other Guarantors, any other
guarantor or any other Person or received or collected by the Trustee or any Holder from any
Issuer, the other Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such
payment or payments other than payments made by such Guarantor in respect of the Obligations or
payments received or collected from such Guarantor in respect of the Obligations, remain liable for
the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are
paid in full or the release of such Guarantor in accordance with Section 7.




          (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any
payment to the Trustee, the Collateral Agent or any Holder on account of its liability hereunder,
it will notify the Trustee in writing that such payment is made under this Guarantee for such
purpose.




          3. Right of Set-off. Upon: (i) the filing of a petition under any of the provisions of
the Bankruptcy Code or amendments thereto, by or against; (ii) the making of an assignment for the
benefit of creditors by; (iii) the application for the appointment, or the appointment, of any
receiver of, or of any substantial portion of the property of; (iv) the issuance of any execution
against any substantial portion of the property of; (v) the issuance of a subpoena or order, in
supplementary proceedings, against or with respect to any substantial portion of the property of;
or (vi) the issuance of a warrant of attachment against any substantial portion of the property of;
Holdings or the Issuers, each Guarantor hereby irrevocably authorizes the Trustee and the
Collateral Agent at any time and from time to time without notice to such Guarantor or any other
guarantor, any such notice being expressly waived by each Guarantor, to set off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the
Trustee or the Collateral Agent, as applicable, to or for the credit or the account of the
Guarantor, or any part thereof in such amounts as the Trustee or the Collateral Agent, as
applicable, may elect, against and on account of the obligations and liabilities of such Guarantor
to the Trustee, the Collateral Agent or the Holders hereunder or under the Indenture, the Notes, or
the other Indenture Documents, as the Trustee or the Collateral Agent, as applicable, may elect,
whether or not the Trustee or any Holder has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. Each of the Trustee and the
Collateral Agent agrees to notify such Guarantor promptly of any such set-off and the application
made by the Trustee or the Collateral Agent, as applicable, provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of the Trustee and the Collateral
Agent under this paragraph are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Person may have.






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          4. No Subrogation. Notwithstanding any payment or payments made by any of the
Guarantors hereunder or any set-off or application of funds of any of the Guarantors by the Trustee
or the Collateral Agent, no Guarantor shall be entitled to be subrogated to any of the rights of
the Trustee, the Collateral Agent or any Holder against the Issuers or any other Guarantor or any
collateral security or guarantee or right of offset held by the Trustee or the Collateral Agent for
the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from any other Guarantor (including the Issuers) in respect of
payments made by such Guarantor hereunder, and any such rights of subrogation and reimbursement of
the Guarantors are hereby waived until all amounts owing to the Trustee, the Collateral Agent and
the Holders by the Issuers on account of the Obligations are paid in full.




          5. Amendments, etc. with respect to the Obligations; Waiver of Rights. Each Guarantor
shall remain obligated hereunder notwithstanding that, without any reservation of rights against
any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of
any of the Obligations made by the Trustee or any Holder may be rescinded by such party and any of
the Obligations continued, and the Obligations, or the liability of any other party upon or for any
part thereof, or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Trustee, the Collateral Agent or
the Holders pursuant to the provisions of the Indenture and the Indenture, the Notes, the other
Indenture Documents or other guarantee or document in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, pursuant to the provisions of the
Indenture, and any collateral security, guarantee or right of offset at any time held by the
Trustee or the Collateral Agent for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Trustee nor the Collateral Agent shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations
or for this Guarantee or any property subject thereto. When making any demand hereunder against any
particular Guarantor, the Trustee or, subject to Sections 7.06 and 7.07 of the Indenture, any
Holder may, but shall be under no obligation to, make a similar demand on any other Guarantor or
guarantor, and any failure by the Trustee or, subject to Sections 7.06 and 7.07 of the Indenture,
such Holder to make any such demand or to collect any payments from any such other Guarantor or
guarantor or any release of any such other Guarantor or guarantor shall not relieve such Guarantor
in respect of which a demand or collection is not made or any of the Guarantors not so released of
their several obligations or liabilities hereunder, and shall not impair or affect the rights and
remedies, express or implied, or as a matter of law, of the Trustee or any Holder against any of
the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings.




          6. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of
the creation, renewal, extension or accrual of any of the Obligations guaranteed by such Guarantor, and notice of or proof of reliance by the Trustee or any Holder
upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended
or waived, in reliance upon this Guarantee; and all dealings between the Issuers or any of the
other Guarantors and the Trustee, the Collateral Agent or any Holder shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives
diligence,





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presentment, protest, demand for payment and notice of default or nonpayment to or upon the Issuers
or any of the other Guarantors with respect to the Obligations guaranteed by such Guarantor. Each
Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity, regularity or
enforceability of the Indenture, the Notes, any other Indenture Document, any of the Obligations or
any other collateral security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Trustee or the Collateral Agent, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any time be available to
or be asserted by the Issuers, any of the other Guarantors or any other Person against the Trustee
or any Holder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of
the Issuers or such other Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Issuers for the Obligations, or of any Guarantor under this
Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder
against any Guarantor, the Trustee, the Collateral Agent and/or any Holder may, but shall be under
no obligation to, pursue such rights and remedies as it may have against the Issuers or any other
Person or against any collateral security or guarantee for the Obligations or any right of offset
with respect thereto, and any failure by the Trustee, the Collateral Agent or any Holder to pursue
such other rights or remedies or to collect any payments from the Issuers or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Issuers or any such other Person or any such collateral security,
guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or available as a
matter of law, of the Trustee, the Collateral Agent or any Holder against such Guarantor. This
Guarantee shall remain in full force and effect and be binding in accordance with and to the extent
of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the
benefit of the Trustee and the Holders, and their respective successors, indorsees, transferees and
assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall
have been satisfied by payment in full or the release of the Guarantor in accordance with Section
7.




          7. Release of Guarantor. In the event of:




          (a) the defeasance or discharge of the Notes in accordance with Section 9.02 of
the Indenture or Section 4.01 of the Indenture, respectively;




          (b) a sale or other disposition of all or substantially all of the assets of a Guarantor, by
way of merger, consolidation or otherwise, to a Person or a group of Persons that is not (either
before or after giving effect to such transaction) a Restricted Subsidiary, or the sale or other
disposition of Capital Stock of a Guarantor such that such entity ceases to constitute a Subsidiary
of an Issuer, in each case, if the sale or other disposition complies with Section 5.10 of the
Indenture or Section 6.01 of the Indenture;




          (c) a sale or other disposition of all of the Capital Stock of a Guarantor, including by way
of merger, consolidation or otherwise, to a Person or a group of Persons that is not (either before
or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other
disposition complies with Section 5.10 of the Indenture or Section 6.01 of the Indenture; or





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          (d) the designation of any Guarantor as an Unrestricted Subsidiary in accordance with the
terms of the Indenture; such Guarantor (and any of its Subsidiaries that are Guarantors) shall be
released and relieved of any obligations under this Guarantee. Upon delivery by the Issuers to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such defeasance or
discharge or such sale or other disposition or designation was made by the Issuers in accordance
with the provisions of the Indenture, including Section 5.10 of the Indenture, as applicable, the
Trustee and the Collateral Agent shall execute any documents reasonably required by the Issuers or
such Guarantor in order to evidence the release of any Guarantor from its obligations hereunder.




          Any Guarantor not released from its obligations hereunder shall remain liable for the full
amount of principal of, premium, if any, and interest on the Notes and for the other obligations of
any Guarantor under the Indenture Documents as provided herein.




          8. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as
the case may be, if at any time payment, or any part thereof, of the Obligations is rescinded or
must otherwise be restored or returned by the Trustee, the Collateral Agent or any Holder upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuers or of any other
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, the Issuers or any other Guarantor or any substantial part of
its property, or otherwise, all as though such payments had not been made.




          9. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid in
Dollars to the Trustee without set-off or counterclaim at the office of the Trustee set forth in
Section 11.02 of the Indenture, or at such other office as the Trustee may notify to the Guarantor
in accordance with Section 15.




          10. Covenants. Each Guarantor hereby covenants and agrees with the Trustee and the
Holders that, from and after the date of this Guarantee until the Obligations are paid in full or
the release of such Guarantor in accordance with Section 7, each Guarantor will comply with the
provisions of the Indenture to the extent such provisions apply to such Guarantors.




          11. Severability. Any provision of this Guarantee which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




          12. Section Headings. The section headings used in this Guarantee are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.




          13. No Waiver; Cumulative Remedies. Neither the Trustee nor any Holder shall by any
act (except by a written instrument pursuant to Section 14 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default under any Indenture Document or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on





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the part of the Trustee or any Holder, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Trustee or any Holder of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Trustee or such Holder
would otherwise have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.




          14. Integration; Waivers and Amendments; Successors and Assigns. This Guarantee
represents the entire agreement of each Guarantor with respect to the subject matter hereof and
there are no promises or representations by the Trustee or any Holder relative to the subject
matter hereof not reflected herein or in the other Indenture Documents. None of the terms or
provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except as
set forth in Article 10 of the Indenture. This Guarantee shall be binding upon the successors and
assigns of each Guarantor and shall inure to the benefit of the Trustee, the Collateral Agent and
the Holders and their respective successors and assigns.




          15. Notices. All notices, requests and demands to or upon each Guarantor or the
Trustee or any Holder to be effective shall be in writing, addressed to a party at the address
provided for such party in the Indenture or Schedule I hereto, as the case may be, or to such other
address as may be hereafter notified to the parties hereto, or by telecopy (in each case, subject
to the last paragraph of Section 11.02 of the Indenture) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or, in the case of
mail, three days after deposit in the postal system, first class postage pre-paid, or, in the case
of telecopy notice, confirmation of receipt received.




          16. Counterparts. This Guarantee may be executed by one or more of the parties hereto
on any number of separate counterparts (including facsimile and electronic transmission
counterparts) and all of said counterparts taken together shall be deemed to constitute one and the
same instrument.




          17. Authority of Trustee. Each Guarantor acknowledges that the rights and
responsibilities of the Trustee under this Guarantee are as set forth in the Indenture, including,
without limitation, Articles 7 and 8 thereof.




          18. Additional Guarantors. Each Person that is required to become a party to this
Guarantee pursuant to Section 5.17 of the Indenture shall become a Guarantor for all purposes of
this Guarantee and shall execute and deliver a joinder to this Guarantee in the form of Exhibit A
hereto and a Grantor for all purposes of the Indenture Collateral Agreement and shall execute and
deliver an Assumption Agreement in the form of Annex 2 to the Indenture Collateral Agreement.




          19. Indenture Controls. All parties agree that, in the event of a conflict
between or among the terms of this Guarantee and the Indenture, the Indenture shall control.





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          20. English Language. This Agreement shall be in the English language, except as
required by applicable Law (in which event certified English translations thereof shall be provided
by the Issuers to the Trustee and the Collateral Agent). All documents, certificates, reports or
notices to be delivered or communications to be given or made by any party thereto pursuant to the
terms of this Agreement or any other Indenture Document shall be in the English language or, if
originally written in another language, shall be accompanied by an accurate English translation
upon which the parties thereto shall have the right to rely for all purposes of this Guarantee and
the other Indenture Documents.




          21. Waiver of Jury Trial. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE, THE NOTES, THE
INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.




          22. Governing Law. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE DOCUMENTS.




          23. Consent to Jurisdiction. Each Guarantor that is a Domestic Restricted Subsidiary
irrevocably submits to the non-exclusive jurisdiction of any United States Federal or New York
State court located in the Borough of Manhattan, The City of New York in connection with any suit,
action or proceeding arising out of, or relating to this Guarantee, the Notes, the Indenture, the
other Indenture Documents or any transaction contemplated thereby. Each Guarantor that is a Foreign
Restricted Subsidiary irrevocably (1) submits to the non-exclusive jurisdiction of any United
States Federal or New York State court located in the Borough of Manhattan, The City of New York in
connection with any suit, action or proceeding arising out of, or relating to this Guarantee, the
Notes, the Indenture, the other Indenture Documents or any transaction contemplated thereby and (2)
designates and appoints National Registered Agents, Inc., 440 Ninth Avenue, New York, New York
10001, as its authorized agent for receipt of service of process in any such suit, action or
proceeding. In the event that such agent for service of process appointed pursuant to this Section
23 is unable to act as agent for service of process or no longer maintains an office in the State
of New York, each such Guarantor shall forthwith appoint a successor agent located in the State of
New York that will promptly provide to the Trustee a letter affirming such appointment.




[Signature pages follow.]





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     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
be duly executed and delivered by its duly authorized officer as of the day and year
first above written.



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA LTD.

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	President 	 
	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Robert C. Laufer
 	 
	 	 	Name:  	Robert C. Laufer 	 
	 	 	Title:  	Senior Vice President, Chief
Financial Officer and Treasurer 	 
	 
	 	STRATUS TECHNOLOGIES BERMUDA

HOLDINGS LTD.

 	 
	 	By:  	/s/ Robert C. Laufer
 	 
	 	 	Name:  	Robert C. Laufer 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	SRA TECHNOLOGIES CYPRUS LIMITED

 	 
	 	By:  	/s/ Robert C. Laufer
 	 
	 	 	Name:  	Robert C. Laufer 	 
	 	 	Title:  	President, Chief Financial Officer and
Accounting Officer 	 
	 
	 	STRATUS TECHNOLOGIES IRELAND LIMITED

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	Director 	 
	 



Note Guarantee



 









 








	 	 	 	 	 
	 	CEMPRUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	President 	 
	 
	 	CEMPRUS, LLC

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	President 	 
	 



Accepted and agreed to:




THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee




	 	 	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Note Guarantee







 









 








Accepted and agreed to:




	 	 	 	 	 
	THE BANK OF NEW YORK MELLON TRUST 
COMPANY, N.A., as
Trustee

 	 
	By:  	/s/ Raymond K. O’Neil	 
	 	Name:  	Raymond K. O’Neil 	 
	 	Title:  	Senior Associate 	 
	 



Signature Page to the Note Guarantee Agreement












 









 








SCHEDULE I to

Guarantee




ADDRESS OF GUARANTORS



Stratus Technologies Bermuda Ltd.

c/o Hollis & Co.

Reid Hall, 3 Reid Street

Hamilton HM11, Bermuda

Tel: 011-441-295-2208

Fax: 011-441-295-3404

Attention: Lorianne Gilbert

Telecopy: 011-441-295-3404



With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035



Stratus Technologies. Inc.

111 Powdermill Road

Maynard, Massachusetts 01754

Attention: Chief Financial Officer



With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035



Stratus Technologies Bermuda Ltd.

c/o Coson Corporate Services

Milner House

18 Parliament Street

Hamilton HM 12, Bermuda

Attention: Secretary






 









 







With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035



SRA Technologies Cyprus Limited

c/o Mouaimis & Mouaimis Advocates

Gala Court Chambers

1st Floor, Offices 101 & 102

6 Vassilis Vryonides Street

3095 Limassol, Cyprus

Attention: Panayotis Mouaimis

Telecopy: 011-357-25-37-30-75



With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035



Stratus Technologies Ireland Limited

c/o A & L Goodbody Solicitors

International Financial Services Centre

North Wall Quay Dublin 1, Ireland 

Attention: Catherine Duffy

Telecopy: 011-353-1-649-2649



With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035



Cemprus Technologies, Inc.

111 Powdermill Road

Maynard, MA 01754

Attention: Robert Laufer

Telecopy: (978) 461-3750






 









 







With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035



Cemprus, LLC

111 Powdermill Road

Maynard, MA 01754

Attention: Robert Laufer

Telecopy: (978) 461-3750



With a copy to:



Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Janet Vance, Esq.

Telecopy: (212) 351-4035





 









 








EXHIBIT A




FORM OF JOINDER TO NOTE GUARANTEE





     This JOINDER (this “Agreement”), dated as of ___________ __, 20__, is made by Stratus
Technologies, Inc., a Delaware corporation (the “U.S. Issuer”) and Stratus Technologies
Bermuda Ltd. (the “Bermuda Issuer” and, together with the U.S. Issuer, the
“Issuers”), _____________, a[n] ___________ ___________ (the “New Guarantor”).



PRELIMINARY STATEMENT




     A. The Issuers are party to an Indenture, dated as of April 8, 2010 (the “Indenture”),
by and among the Issuers and The Bank of New York Mellon Trust Company, N.A., as trustee (in such
capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral
Agent”), pursuant to which the Issuers have issued units, each unit consisting of $480
principal amount of 12% Senior Secured Notes due 2015 (the “Bermuda Notes”) issued by the
Bermuda Issuer and $520 principal amount of 12% Senior Secured Notes due 2015 (the “U.S.
Notes” and, together with the Bermuda Notes, the “Notes”) issued by the U.S. Issuer.
Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in
the Indenture.



     B. Section 5.17 of the Indenture provides that under certain circumstances, the New Guarantor
shall execute and deliver to the Trustee a joinder to the Note Guarantee pursuant to which it shall
unconditionally guaranty all of the Issuers’ obligations under the Notes and the Indenture and
agree to perform the obligations of a Guarantor under the Note Guarantee.



     C. The Issuers and the New Guarantor have agreed to this and execute this Agreement for the
purpose of evidencing such agreement.



     NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the
Issuers and the New Guarantor hereby agree for the benefit of the Trustee, the Collateral Agent and
the Holders as follows:



     1. Joinder to the Note Guarantee. The New Guarantor hereby agrees that, upon its
execution hereof, it will become a Guarantor under the Note Guarantee and will be bound by the
terms, conditions and other provisions applicable to a Guarantor under the Note Guarantee, the
Indenture and the other Indenture Documents. Without limitation of the foregoing, and in
furtherance thereof, the New Guarantor unconditionally and irrevocably guarantees the due and
punctual payment and performance when due of all Obligations (on the same basis as the other
Guarantors under the Note Guarantee).



     2. Reliance. All parties hereto acknowledge that the Trustee and the Holders are
relying on this Agreement, the accuracy of the statements herein contained and the
performance of the conditions placed upon the New Guarantor hereunder. Each of the Issuers and
the New Guarantor shall execute such further documents and undertake any such measure as may be
necessary to effect and carry out the terms of this Agreement and the implementation thereof.



     3. Indenture Controls. All parties agree that, in the event of a conflict between or
among the terms of this Agreement and the Note Guarantee, on the one hand, and the Indenture



 









 




on the other hand, the Indenture shall control.




     4. Notice. Any notice delivered hereunder shall be delivered as described for the
delivery of notices in the Note Guarantee and, if delivered to the New Guarantor, to:


________________


________________


________________ 


Telecopy:   ________________



With a copy to:



________________


________________


________________


Telecopy:   ________________




     5. Counterparts. This Agreement may be executed by one or more of the parties hereto
on any number of separate counterparts and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.



     6. Section Headings. The section headings used in this Agreement are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.



     7. English Language. This Agreement shall be in the English language, except as
required by applicable Law (in which event certified English translations thereof shall be provided
by the Issuers to the Trustee and the Collateral Agent). All documents, certificates, reports or
notices to be delivered or communications to be given or made by any party thereto pursuant to the
terms of this Agreement or any other Indenture Document shall be in the English language or, if
originally written in another language, shall be accompanied by an accurate English translation
upon which the parties thereto shall have the right to rely for all purposes of this Agreement and
the other Indenture Documents.



     8. Waiver of Jury Trial. EACH OF THE ISSUERS, THE NEW GUARANTOR AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES, THE NOTE GUARANTEE, THE INDENTURE OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



     9. Governing Law. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE
DOCUMENTS.



     10. Consent to Jurisdiction. The New Guarantor irrevocably submits to the
non-exclusive jurisdiction of any United States Federal or New York State court located in the
Borough of Manhattan, The City of New York in connection with any suit, action or proceeding



 









 




arising out of, or relating to this Agreement, the Notes, the Note Guarantee, the Indenture, the
other Indenture Documents or any transaction contemplated thereby. [ADD IF NEW GUARANTOR IS A
FOREIGN RESTRICTED SUBSIDIARY — The New Guarantor irrevocably designates and appoints National
Registered Agents, Inc., 440 Ninth Avenue, New York, New York 10001, as its authorized agent for
receipt of service of process in any such suit, action or proceeding. In the event that such agent
for service of process appointed pursuant to this Section 10 is unable to act as agent for service
of process or no longer maintains an office in the State of New York, the New Guarantor shall
forthwith appoint a successor agent located in the State of New York that will promptly provide to
the Trustee a letter affirming such appointment. ]




[Signature pages follow.]





 









 








          EXECUTED to be effective as of the date first written above.




	 	 	 	 	 
	 	 ISSUERS:




STRATUS TECHNOLOGIES BERMUDA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 NEW GUARANTOR:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


ACCEPTED AND AGREED TO:




THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee




	 	 	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title: