Unassociated Document


    
      Execution
        Version

       

      AEROFLEX
        INCORPORATED

    

     

    11.75%
      Senior Notes due 2015

    


    unconditionally
      guaranteed as to the

    payment
      of principal, premium, 

    if
      any, and interest by the Guarantors named on Schedule I
      hereto

     

      
        

      

    

     

    Exchange
      and Registration Rights Agreement

     

    August
      7,
      2008

    


    Goldman,
      Sachs & Co.

    85
      Broad
      Street

    New
      York,
      New York 10004

     

    Ladies
      and
      Gentlemen:

     

    Aeroflex
      Incorporated,
      a
Delaware
      corporation
      (the “Company”),
      proposes to issue
      and
      sell to the Purchaser (as
      defined herein)
      upon
      the terms set forth in the Purchase
      Agreement (as
      defined herein)
      $225.0
      million in aggregate principal amount of its 11.75% Senior Notes due
      2015,
      which are unconditionally guaranteed by the Guarantors
      (as
      defined herein).
      As an
      inducement to the Purchaser to enter into the Purchase Agreement and in
      satisfaction of a condition to the obligations of the Purchaser thereunder,
      the
      Company and the Guarantors agree with the Purchaser for the benefit of holders
      (as defined herein) from time to time of the Registrable Securities (as defined
      herein) as follows:

     

    1. Certain
      Definitions.
      For
      purposes of this Exchange
      and Registration Rights Agreement (this
      “Agreement”),
      the
      following terms shall have the following respective meanings:

     

    “Base
      Interest”
      shall
      mean the interest that would otherwise accrue on the Securities
      under
      the
      terms thereof and the Indenture,
      without
      giving effect to the provisions of this Agreement.

     

    The
      term
      “broker-dealer”
      shall
      mean any broker or dealer registered with the Commission
      under
      the
Exchange
      Act.

     

    “Business
      Day”
      shall
      have the meaning set forth in Rule 13e-4(a)(3)
      promulgated by the Commission
      under
      the
Exchange
      Act,
      as
      the
      same may be amended or succeeded from time to time.

     

    “Closing
      Date”
      shall
      mean the date on which the Securities
      are
      initially issued.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Commission”
      shall
      mean the United
      States Securities and Exchange Commission,
      or any
      other federal agency at the time administering the Exchange
      Act or
      the
Securities
      Act,
      whichever is the relevant statute for the particular purpose.

     

    “EDGAR
      System”
      means
      the EDGAR filing system of the Commission
      and
      the
      rules and regulations pertaining thereto promulgated by the Commission
      in Regulation S-T under
      the
Securities
      Act and
      the
Exchange
      Act,
      in each
      case as
      the
      same may be amended or succeeded from time to time (and
      without regard to format).

     

    “Effective
      Time,”
      in the
      case of (i) an Exchange Registration, shall mean the time and date as of
      which the Commission declares the Exchange Registration Statement effective
      or
      as of which the Exchange Registration Statement otherwise becomes effective,
      (ii) a Shelf Registration, shall mean the time and date as of which the
      Commission declares the Shelf Registration Statement effective or as of which
      the Shelf Registration Statement otherwise becomes effective and (iii) a
      Market-Making Registration, shall mean the time and date as of which the
      Commission declares the Market-Making Registration Statement effective or as
      of
      which the Market-Making Registration Statement otherwise becomes
      effective.

     

    “Electing
      Holder”
      shall
      mean any holder
      of
      Registrable
      Securities that
      has
      returned a completed and signed Notice
      and Questionnaire to
      the
Company
      in
      accordance with Section 3(d)(ii)
      or
      Section 3(d)(iii)
      and
      the
      instructions set forth in the Notice
      and Questionnaire.

     

    “Exchange
      Act”
      shall
      mean the Securities
      Exchange Act of 1934,
      as
      amended, and the rules and regulations promulgated by the Commission
      thereunder,
      as
      the
      same may be amended or succeeded from time to time.

     

    “Exchange
      Offer”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Exchange
      Registration”
      shall
      have the meaning assigned thereto in Section 3(c).

     

    “Exchange
      Registration Statement”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Exchange
      Securities”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Guarantors”
      shall
      have the meaning assigned thereto in the Indenture.

     

    The
      term
      “holder”
      shall
      mean the
      Purchaser and
      other
      persons who acquire Securities
      from
      time
      to time (including any successors or assigns), in each case for so long as
      such
person
      owns
      any
Securities.

     

    “Indenture”
      shall
      mean the Indenture,
      dated
      as of August
      7,
      2008,
      between the Company, the Guarantors and The Bank of New York Mellon, as
trustee,
      as
      the
      same may be amended from time to time.

     

    “Market
      Maker”
      shall
      mean Goldman, Sachs & Co. and its affiliates (as defined under the rules and
      regulations of the Commission).

     

    “Market-Making
      Conditions”
      shall
      have the meaning assigned thereto in Section 2(d).

     

    “Market-Making
      Prospectus”
      shall
      have the meaning assigned thereto in Section 2(d).


    
      
        
        

      

      
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    “Market-Making
      Registration”
      shall
      have the meaning assigned thereto in Section 2(d).

     

    “Market-Making
      Registration Statement”
      shall
      have the meaning assigned thereto in Section 2(d).

     

    “Material
      Adverse Effect”
      shall
      have the meaning set forth in Section 5(c).

     

     “Notice
      and Questionnaire”
      means a
Notice
      of
Registration
      Statement and
      Selling
      Securityholder Questionnaire
      substantially
      in the form of Exhibit
      A
hereto.

     

    The
      term
      “person”
      shall
      mean a corporation, limited liability company,
      association, partnership, organization, business, individual, government or
      political subdivision thereof or governmental agency.

     

    “Purchase
      Agreement”
      shall
      mean the Purchase Agreement, dated as of August 4, 2008, between the Purchaser,
      the Company and the Guarantors relating to the Securities.

     

    “Purchaser”
      shall
      mean Goldman, Sachs & Co.

     

    “Registrable
      Securities”
      shall
      mean the Securities; provided,
      however,
      that a
      Security shall cease to be a Registrable Security upon the earliest to occur
      of
      the following: (i) in the circumstances contemplated by Section 2(a),
      the Security has been exchanged for an Exchange Security in an Exchange Offer
      as
      contemplated in Section 2(a) (provided
      that any
      Exchange Security that, pursuant to the last two sentences of Section 2(a),
      is included in a prospectus for use in connection with resales by broker-dealers
      shall be deemed to be a Registrable Security with respect to Sections 5, 6
      and 9
      until resale of such Registrable Security has been effected within the Resale
      Period); (ii) in the circumstances contemplated by Section 2(b), a Shelf
      Registration Statement registering such Security under the Securities Act has
      been declared or becomes effective and such Security has been sold or otherwise
      transferred by the holder thereof pursuant to and in a manner contemplated
      by
      such effective Shelf Registration Statement; (iii) subject to Section 8(b),
      such Security is actually sold by the holder thereof pursuant to Rule 144
      under circumstances in which any legend borne by such Security relating to
      restrictions on transferability thereof, under the Securities Act or otherwise,
      is removed by the Company or pursuant to the Indenture; or (iv) such Security
      shall cease to be outstanding.

     

    “Registration
      Default”
      shall
      have the meaning assigned thereto in Section 2(c).

     

    “Registration
      Default Period”
      shall
      have the meaning assigned thereto in Section 2(c).

     

    “Registration
      Expenses”
      shall
      have the meaning assigned thereto in Section 4.

     

    “Resale
      Period”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Restricted
      Holder”
      shall
      mean (i) a holder that is an affiliate of the Company within the meaning of
      Rule 405, (ii) a holder who acquires Exchange Securities outside the
      ordinary course of such holder’s business, (iii) a holder who has
      arrangements or understandings with any person to participate in the Exchange
      Offer for the purpose of distributing Exchange Securities and (iv) a holder
      that
      is a broker-dealer, but only with respect to Exchange Securities received by
      such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
      Securities acquired by the broker-dealer directly from the
      Company.


    
      
        
        

      

      
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    “Rule 144,”
      “Rule 405”,
      “Rule 415”,
      “Rule 424”,
      “Rule 430B”
      and
“Rule 433”
      shall
      mean, in each case, such rule promulgated by the Commission
      under
      the
Securities
      Act (or
      any
      successor provision),
      as
      the
      same may be amended or succeeded from time to time.

     

    “Securities”
      shall
      mean, collectively, the $225.0
      million in aggregate principal amount of the Company’s Senior Notes due
      2015
      to be issued and sold to the Purchaser, and securities issued in exchange
      therefor or in lieu thereof pursuant to the Indenture.
      Each
Security
      is
      entitled to the benefit of the guarantee provided by the Guarantors in the
      Indenture
      (the
      “Guarantee”)
      and,
      unless the context otherwise requires, any reference herein
      to
      a
“Security,”
an
      “Exchange
      Security”
or
      a
“Registrable
      Security”
shall
      include a reference to the related Guarantee.

     

    “Securities
      Act”
      shall
      mean the Securities
      Act of
      1933,
      as
      amended, and the rules and regulations promulgated by the Commission
      thereunder,
      as
      the
      same may be amended or succeeded from time to time.

     

    “Shelf
      Registration”
      shall
      have the meaning assigned thereto in Section 2(b).

     

    “Shelf
      Registration
      Statement”
      shall
      have the meaning assigned thereto in Section 2(b).

     

    “Special
      Interest”
      shall
      have the meaning assigned thereto in Section 2(c).

     

    “Suspension
      Period”
      shall
      have the meaning assigned thereto in Section 2(b).

     

    “Trust
      Indenture Act”
      shall
      mean the Trust
      Indenture Act of
      1939,
      as
      amended, and the rules and regulations promulgated by the Commission
      thereunder,
      as
      the
      same may be amended or succeeded from time to time.

     

    “Trustee”
      shall
      mean The Bank of New York Mellon, as trustee under the Indenture,
      together with any successors thereto in such capacity.

     

    Unless
      the
      context otherwise requires, any reference herein
      to
      a
“Section”
or
      “clause”
refers
      to a Section
      or
      clause,
      as the
      case may be, of this Agreement,
      and the
      words “herein,”
      “hereof”
and
      “hereunder”
and
      other words of similar import refer to this Agreement
      as
      a
      whole and not to any particular Section
      or
      other
      subdivision.


    
      
        
        

      

      
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    2. Registration
      Under the Securities Act.

     

    (a)
       Except
      as
      set forth in Section 2(b) below, the Company and the Guarantors agree to
      file under the Securities Act, as soon as practicable, but no later than
      180 days
      after the Closing Date, or if the 180th
      day is
      not a Business Day, the first Business Day thereafter, a registration statement
      relating to an offer to exchange (such registration statement, the “Exchange
      Registration Statement”,
      and
      such offer, the “Exchange
      Offer”)
      any and
      all of the Securities for a like aggregate principal amount of debt securities
      issued by the Company and
      guaranteed by the Guarantors, which debt securities and guarantee are
      substantially identical to the Securities and the related Guarantee,
      respectively (and are entitled to the benefits of the Indenture), except that
      they have been registered pursuant to an effective registration statement under
      the Securities Act and do not contain provisions for Special Interest
      contemplated in Section 2(c) below (such new debt securities hereinafter
      called “Exchange
      Securities”).
      The
      Company and the Guarantors agree to use all commercially reasonable efforts
      to
      cause the Exchange Registration Statement to become effective under the
      Securities Act, as soon as practicable, but no later than 270 days
      after the Closing Date, or if the 270th
      day is
      not a Business Day, the first Business Day thereafter. The Exchange Offer will
      be registered under the Securities Act on the appropriate form and will comply
      with all applicable tender offer rules and regulations under the Exchange Act.
      Unless the Exchange Offer would not be permitted by applicable law or Commission
      policy, the Company further agrees to use all commercially reasonable efforts
      to
      (i) commence and complete the Exchange Offer promptly, but no later than 45
      Business Days, following the Effective Time of such Exchange Registration
      Statement, (ii) hold the Exchange Offer open for at least 30 Business Days
      in accordance with Regulation 14E promulgated by the Commission under the
      Exchange Act and (iii) exchange Exchange Securities for all Registrable
      Securities that have been properly tendered and not withdrawn promptly following
      the expiration of the Exchange Offer. The Exchange Offer will be deemed to
      have
      been “completed” only if the debt securities and
      related guarantee received by holders other than Restricted Holders in the
      Exchange Offer for Registrable Securities are, upon receipt, transferable by
      each such holder without restriction under the Securities Act and the Exchange
      Act (except for the requirement to deliver a prospectus included in the Exchange
      Registration Statement applicable to resales by any broker-dealer pursuant
      to an
      Exchange Offer in exchange for Registrable Securities other than those acquired
      by the broker-dealer directly from the Company) and without material
      restrictions under the blue sky or securities laws of a substantial majority
      of
      the States of the United States of America and (ii) upon the Company having
      exchanged, pursuant to the Exchange Offer, Exchange Securities for all
      Registrable Securities that have been properly tendered and not withdrawn before
      the expiration of the Exchange Offer, which shall be on a date that is at least
      30 Business Days following the commencement of the Exchange Offer. The Company
      and the Guarantors agree (x) to include in the Exchange Registration Statement
      a
      prospectus for use in any resales by any holder of Exchange Securities that
      is a
      broker-dealer and (y) to keep such Exchange Registration Statement effective
      for
      a period (the “Resale
      Period”)
      beginning when Exchange Securities are first issued in the Exchange Offer and
      ending upon the earlier of the expiration of the 180th
      day
      after the Exchange Offer has been completed or such time as such broker-dealers
      no longer own any Registrable Securities. With respect to such Exchange
      Registration Statement, such holders shall have the benefit of the rights of
      indemnification and contribution set forth in Subsections 6(a), (c), (d)
      and (e).


    
      
        
        

      

      
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    (b)
       If
      (i) on
      or prior to the time the Exchange Offer is completed, existing law or Commission
      interpretations are changed such that the debt securities or the related
      guarantee received by holders other than Restricted Holders in the Exchange
      Offer for Registrable Securities are not or would not be, upon receipt,
      transferable by each such holder without restriction under the Securities Act,
      (ii) the Effective Time of the Exchange Registration Statement is not within
      310
      days following the Closing Date and the Exchange Offer has not been completed
      within 30 Business Days of such Effective Time or (iii) any holder of
      Registrable Securities notifies the Company prior to the 30th
      Business
      Day following the completion of the Exchange Offer that: (A) it is
      prohibited by law or Commission policy from participating in the Exchange Offer,
      (B) it may not resell the Exchange Securities to the public without
      delivering a prospectus and the prospectus supplement contained in the Exchange
      Registration Statement is not appropriate or available for such resales or
      (C)
      it is a broker-dealer and owns Securities acquired directly from the Company
      or
      an affiliate of the Company, then the Company and the Guarantors shall, in
      lieu
      of (or, in the case of clause (iii), in addition to) conducting the Exchange
      Offer contemplated by Section 2(a), file under the Securities Act no later
      than 45 days after the time such obligation to file arises (but no earlier
      than
      90 days after the date of the Indenture), a “shelf” registration statement
      providing for the registration of, and the sale on a continuous or delayed
      basis
      by the holders of, all of the Registrable Securities, pursuant to Rule 415
      or any similar rule that may be adopted by the Commission (such filing, the
      “Shelf
      Registration”
      and such
      registration statement, the “Shelf
      Registration Statement”).
      The
      Company and the Guarantors agree to use all commercially reasonable efforts
      to
      cause the Shelf Registration Statement to become or be declared effective no
      later than 150 days after such Shelf Registration Statement filing obligation
      arises (but no earlier than 180 days after the date of the Indenture, except
      as
      otherwise permitted during any Suspension Period); provided,
      that if
      at any time the Company is or becomes a “well-known seasoned issuer” (as defined
      in Rule 405) and is eligible to file an “automatic shelf registration
      statement” (as defined in Rule 405), then the Company and the Guarantors
      shall file the Shelf Registration Statement in the form of an automatic shelf
      registration statement as provided in Rule 405. The Company and the
      Guarantors agree to use all commercially reasonable efforts to keep such Shelf
      Registration Statement continuously effective for a period ending on the earlier
      of the second anniversary of the Effective Time or such time as there are no
      longer any Registrable Securities outstanding. No holder shall be entitled
      to be
      named as a selling securityholder in the Shelf Registration Statement or to
      use
      the prospectus forming a part thereof for resales of Registrable Securities
      unless such holder is an Electing Holder. The Company and the Guarantors agree,
      after the Effective Time of the Shelf Registration Statement and promptly upon
      the request of any holder of Registrable Securities that is not then an Electing
      Holder, to use all commercially reasonable efforts to enable such holder to
      use
      the prospectus forming a part thereof for resales of Registrable Securities,
      including, without limitation, any action necessary to identify such holder
      as a
      selling securityholder in the Shelf Registration Statement (whether by
      post-effective amendment thereto or by filing a prospectus pursuant to Rules
      430B and 424(b) under the Securities Act identifying such holder), provided,
      however,
      that
      nothing in this sentence shall relieve any such holder of the obligation to
      return a completed and signed Notice and Questionnaire to the Company in
      accordance with Section 3(d)(iii). Notwithstanding anything to the contrary
      in this Section 2(b), upon notice to the Electing Holders, the Company may
      suspend the use or the effectiveness of such Shelf Registration Statement,
      or
      extend the time period in which it is required to file the Shelf Registration
      Statement, for up to 60 days in the aggregate in any 12-month period (a
“Suspension
      Period”)
      if the
      Board of Directors of the Company determines that there is a valid business
      purpose for suspension of the Shelf Registration Statement; provided
      that the
      Company shall promptly notify the Electing Holders when the Shelf Registration
      Statement may once again be used or is effective.


    
      
        
        

      

      
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    (c)
       In
      the
      event that (i) the Company and the Guarantors have not filed the Exchange
      Registration Statement or the Shelf Registration Statement on or before the
      date
      on which such registration statement is required to be filed pursuant to
      Section 2(a) or Section 2(b), respectively, or (ii) such Exchange
      Registration Statement or Shelf Registration Statement has not become effective
      or been declared effective by the Commission on or before the date on which
      such
      registration statement is required to become or be declared effective pursuant
      to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange
      Offer has not been completed within 45 Business Days after the Effective Time
      of
      the Exchange Registration Statement relating to the Exchange Offer (if the
      Exchange Offer is then required to be made) or (iv) any Exchange
      Registration Statement or Shelf Registration Statement required by
      Section 2(a) or Section 2(b) is filed and declared effective but shall
      thereafter either be withdrawn by the Company or shall become subject to an
      effective stop order issued pursuant to Section 8(d) of the Securities Act
      suspending the effectiveness of such registration statement (except as
      specifically permitted herein, including, with respect to any Shelf Registration
      Statement, during any applicable Suspension Period in accordance with the last
      sentence of Section 2(b)) without being succeeded immediately by an
      additional registration statement filed and declared effective (each such event
      referred to in clauses (i) through (iv), a “Registration
      Default”
      and each
      period during which a Registration Default has occurred and is continuing,
      a
“Registration
      Default Period”),
      then,
      as liquidated damages for such Registration Default, subject to the provisions
      of Section 9(b), special interest (“Special
      Interest”),
      in
      addition to the Base Interest, shall accrue on the outstanding principal amount
      of the Registrable Securities at a per annum rate of 0.25% for the first 90
      days
      of the Registration Default Period, at a per annum rate of 0.50% for the second
      90 days of the Registration Default Period, at a per annum rate of 0.75% for
      the
      third 90 days of the Registration Default Period and at a per annum rate of
      1.0%
      thereafter for the remaining portion of the Registration Default Period. Special
      Interest shall accrue and be payable only with respect to a single Registration
      Default at any given time, notwithstanding the fact that multiple Registration
      Defaults may exist at such time. No Special Interest shall accrue with respect
      to Notes that are not Registrable Securities.

     

    (d)
       So
      long
      as (x) any of the Securities (whether Registrable Securities, Exchange
      Securities or otherwise) are outstanding, (y) the Market Maker proposes to
      make a market in the Securities as part of its business in the ordinary course
      and (z) in the reasonable opinion of Goldman, Sachs & Co., it would be
      necessary or appropriate under applicable laws, rules and regulations for the
      Market Maker to deliver a prospectus in connection with market-making activities
      with respect to the Securities (clauses (x) through (z) collectively, the
“Market-Making
      Conditions”),
      the
      following provisions of this Section 2(d) shall apply for the sole benefit
      of
      the Market Maker (it being understood that only a person for whom the
      Market-Making Conditions apply at the applicable time shall be entitled to
      the
      use of the Market-Making Registration Statement and related provisions of this
      Agreement at any time). The Company and the Guarantors shall use all
      commercially reasonable efforts to file under the Securities Act, a “shelf”
registration statement (which may be the Exchange Registration Statement or
      the
      Shelf Registration Statement if permitted by the rules and regulations of the
      Commission) pursuant to Rule 415 under the Securities Act or any similar rule
      that may be adopted by the Commission providing for the registration of, and
      the
      sale on a continuous or delayed basis in secondary transactions by the Market
      Maker of, Securities (such filing, a “Market-Making
      Registration”,
      such
      registration statement as amended or supplemented from time to time, a
“Market-Making
      Registration Statement”,
      and
      the prospectus contained in such Market-Making Registration Statement, as
      amended or supplemented from time to time, a “Market-Making
      Prospectus”).
      The
      Company and the Guarantors agree to use all commercially reasonable efforts
      to
      cause the Market-Making Registration Statement to become or be declared
      effective on or prior to (i) the date the Exchange Offer is completed pursuant
      to Section 2(a) above or (ii) the date the Shelf Registration becomes or is
      declared effective pursuant to Section 2(b) above, and to keep such
      Market-Making Registration Statement continuously effective for so long as
      the
      Market Maker may be required to deliver a prospectus in connection with
      transactions in the Securities. In the event that the Market Maker holds
      Securities at the time an Exchange Offer is to be conducted under Section 2(a)
      above, the Company and the Guarantors agree that the Market-Making Registration
      shall provide for the resale by the Market Maker of such Securities and shall
      use its commercially reasonable efforts to keep the Market-Making Registration
      Statement continuously effective until such time as Goldman, Sachs & Co.
      determines in its reasonable judgment that the Market Maker is no longer
      required to deliver a prospectus in connection with the sale of such
      Securities.


    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary in this Section 2(d), the Company may suspend the
      offering and sale under the Market-Making Registration Statement for a
      Suspension Period if the Board of Directors of the Company determines that
      (i) such registration would require disclosure of an event at such time as
      could reasonably be expected to have a material adverse effect on the business
      operations or prospects of the Company, (ii) such registration would
      require disclosure of material information relating to a corporate development
      or (iii) such Market-Making Registration Statement or amendment or
      supplement thereto contains an untrue statement of material fact or omits to
      state a material fact necessary in order to make the statements therein, in
      light of the circumstances under which they were made, not misleading;
provided
      that the
      Company shall promptly notify the Market Maker when the Market-Making
      Registration Statement may once again be used or is effective.

     

    (e)
       The
      Company shall take,
      and
      shall
      cause the Guarantors to take, all actions necessary or advisable to be taken
      by
      them to ensure that the transactions contemplated herein are effected as so
      contemplated, including all actions necessary or desirable to register the
      Guarantees under any Exchange Registration Statement, Shelf Registration
      Statement or Market-Making Registration Statement, as applicable.

     

    (f)
       Any
      reference herein to a registration statement or prospectus as of any time shall
      be deemed to include any document incorporated, or deemed to be incorporated,
      therein by reference as of such time and any reference herein to any
      post-effective amendment to a registration statement or to any prospectus
      supplement as of any time shall be deemed to include any document incorporated,
      or deemed to be incorporated, therein by reference as of such time.

     

    3. Registration
      Procedures.

     

    If
      the
      Company and the Guarantors file a registration statement pursuant to
      Section 2(a), Section 2(b) or Section 2(d), the following provisions
      shall apply:

     

    (a) At
      or
      before the Effective Time of the Exchange Registration or any Shelf Registration
      or any Market-Making Registration, whichever may occur first, the Company shall
      qualify the Indenture under the Trust Indenture Act.

     

    (b) In
      the
      event that such qualification would require the appointment of a new trustee
      under the Indenture, the Company shall appoint a new trustee thereunder pursuant
      to the applicable provisions of the Indenture.

     

    (c) In
      connection with the Company’s and the Guarantors’ obligations with respect to
      the registration of Exchange Securities as contemplated by Section 2(a)
      (the “Exchange
      Registration”),
      if
      applicable, the Company and the Guarantors shall, as soon as reasonably
      practicable (or as otherwise specified):

     

    (i) prepare
      and file with the Commission, as soon as reasonably practicable, but no later
      than 180 days after the Closing Date, or if the 180th
      day is
      not a Business Day, the first Business Day thereafter, an Exchange Registration
      Statement on any form which may be utilized by the Company and the Guarantors
      and which shall permit the Exchange Offer and resales of Exchange Securities
      by
      broker-dealers during the Resale Period to be effected as contemplated by
      Section 2(a), and use all commercially reasonable efforts to cause such
      Exchange Registration Statement to become effective as soon as reasonably
      practicable thereafter, but no later than 270 days after the Closing Date,
      or if
      the 270th
      day is
      not a Business Day, the first Business Day thereafter;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (ii) as
      soon
      as reasonably practicable prepare and file with the Commission such amendments
      and supplements to such Exchange Registration Statement and the prospectus
      included therein as may be necessary to effect and maintain the effectiveness
      of
      such Exchange Registration Statement for the periods and purposes contemplated
      in Section 2(a) and as may be required by the applicable rules and
      regulations of the Commission and the instructions applicable to the form of
      such Exchange Registration Statement, and promptly provide each broker-dealer
      holding Exchange Securities with such number of copies of the prospectus
      included therein (as then amended or supplemented), in conformity in all
      material respects with the requirements of the Securities Act and the Trust
      Indenture Act, as such broker-dealer reasonably may request prior to the
      expiration of the Resale Period, for use in connection with resales of Exchange
      Securities;

     

    (iii) promptly
      notify each broker-dealer that has requested or received copies of the
      prospectus included in such Exchange Registration Statement, and confirm such
      advice in writing, (A) when such Exchange Registration Statement or the
      prospectus included therein or any prospectus amendment or supplement or
      post-effective amendment has been filed, and, with respect to such Exchange
      Registration Statement or any post-effective amendment, when the same has become
      effective, (B) of any comments by the Commission and by the blue sky or
      securities commissioner or regulator of any state with respect thereto or any
      request by the Commission for amendments or supplements to such Exchange
      Registration Statement or prospectus or for additional information, (C) of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      such Exchange Registration Statement or the initiation or threatening of any
      proceedings for that purpose, (D) if at any time the representations and
      warranties of the Company contemplated by Section 5 cease to be true and
      correct in all material respects, (E) of the receipt by the Company of any
      notification with respect to the suspension of the qualification of the Exchange
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose, (F) the occurrence of any event that causes
      the Company to become an “ineligible issuer” as defined in Rule 405, or
      (G) if at any time during the Resale Period when a prospectus is required
      to be delivered under the Securities Act, that such Exchange Registration
      Statement, prospectus, prospectus amendment or supplement or post-effective
      amendment does not conform in all material respects to the applicable
      requirements of the Securities Act and the Trust Indenture Act or contains
      an
      untrue statement of a material fact or omits to state any material fact required
      to be stated therein or necessary to make the statements therein not misleading
      in light of the circumstances then existing;


    (iv) in
      the
      event that the Company and the Guarantors would be required, pursuant to
      Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange
      Securities, promptly prepare and furnish to each such holder a reasonable number
      of copies of a prospectus supplemented or amended so that, as thereafter
      delivered to purchasers of such Exchange Securities during the Resale Period,
      such prospectus shall conform in all material respects to the applicable
      requirements of the Securities Act and the Trust Indenture Act and shall not
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (v) use
      all
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of such Exchange Registration Statement or any post-effective
      amendment thereto at the earliest practicable date;

     

    (vi) use
      all
      commercially reasonable efforts to (A) register or qualify the Exchange
      Securities under the securities laws or blue sky laws of such jurisdictions
      as
      are contemplated by Section 2(a) no later than the commencement of the
      Exchange Offer, to the extent required by such laws, (B) keep such
      registrations or qualifications in effect and comply with such laws so as to
      permit the continuance of offers, sales and dealings therein in such
      jurisdictions until the expiration of the Resale Period, (C) take any and
      all other actions as may be reasonably necessary or advisable to enable each
      broker-dealer holding Exchange Securities to consummate the disposition thereof
      in such jurisdictions and (D) obtain the consent or approval of each
      governmental agency or authority, whether federal, state or local, which may
      be
      required to effect the Exchange Registration, the Exchange Offer and the
      offering and sale of Exchange Securities by broker-dealers during the Resale
      Period; provided,
      however,
      that
      neither the Company nor the Guarantors shall be required for any such purpose
      to
      (1) qualify as a foreign corporation in any jurisdiction wherein it would
      not otherwise be required to qualify but for the requirements of this
      Section 3(c)(vi), (2) consent to general service of process in any
      such jurisdiction or become subject to taxation in any such jurisdiction or
      (3) make any changes to its certificate of incorporation or by-laws or
      other governing documents or any agreement between it and its
      stockholders;

     

    (vii) obtain
      a
      CUSIP number for all Exchange Securities, not later than the applicable
      Effective Time; and

     

    (viii) comply
      with all applicable rules and regulations of the Commission, and make generally
      available to its securityholders as soon as reasonably practicable but no later
      than eighteen months after the Effective Time of such Exchange Registration
      Statement, an “earnings statement“ of the Company and its subsidiaries complying
      with Section 11(a) of the Securities Act (including, at the option of the
      Company, Rule 158 thereunder).

     

    (d) In
      connection with the Company’s and the Guarantors’ obligations with respect to
      the Shelf Registration, if applicable,  the
      Company and the Guarantors shall, as soon as practicable (or as otherwise
      specified),:

     

    (i) prepare
      and file with the Commission, as soon as reasonably practicable but in any
      case
      within the time periods specified in Section 2(b), a Shelf Registration
      Statement on any form which may be utilized by the Company and which shall
      register all of the Registrable Securities for resale by the holders thereof
      in
      accordance with such method or methods of disposition as may be specified by
      the
      holders of Registrable Securities as, from time to time, may be Electing Holders
      and use all commercially reasonable efforts to cause such Shelf Registration
      Statement to become effective (except as otherwise permitted within any
      Suspension Period) within the time periods specified in
      Section 2(b);

     

    (ii) mail
      the
      Notice and Questionnaire to the holders of Registrable Securities (A) not less
      than 30 days prior to the anticipated Effective Time of the Shelf Registration
      Statement or (B) in the case of an “automatic shelf registration statement”
(as defined in Rule 405), mail the Notice and Questionnaire to the holders
      of Registrable Securities not later than the Effective Time of such Shelf
      Registration Statement, and in any such case no holder shall be entitled to
      be
      named as a selling securityholder in the Shelf Registration Statement, and
      no
      holder shall be entitled to use the prospectus forming a part thereof for
      resales of Registrable Securities at any time, unless and until such holder
      has
      returned a completed and signed Notice and Questionnaire to the
      Company;


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (iii) after
      the
      Effective Time of the Shelf Registration Statement, upon the request of any
      holder of Registrable Securities that is not then an Electing Holder, promptly
      send a Notice and Questionnaire to such holder; provided
      that the
      Company shall not be required to take any action to name such holder as a
      selling securityholder in the Shelf Registration Statement or to enable such
      holder to use the prospectus forming a part thereof for resales of Registrable
      Securities until such holder has returned a completed and signed Notice and
      Questionnaire to the Company;

     

    (iv) as
      soon
      as reasonably practicable prepare and file with the Commission such amendments
      and supplements to such Shelf Registration Statement and the prospectus included
      therein as may be necessary to effect and maintain the effectiveness of such
      Shelf Registration Statement for the period specified in Section 2(b) and
      as may be required by the applicable rules and regulations of the Commission
      and
      the instructions applicable to the form of such Shelf Registration Statement,
      and furnish to the Electing Holders copies of any such supplement or amendment
      simultaneously with or prior to its being used or filed with the Commission
      to
      the extent such documents are not publicly available on the Commission’s EDGAR
      System;

     

    (v) comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      of the Registrable Securities covered by such Shelf Registration Statement
      in
      accordance with the intended methods of disposition by the Electing Holders
      provided for in such Shelf Registration Statement;

     

    (vi) provide
      the Electing Holders and not more than one counsel for all the Electing Holders
      the opportunity to participate in the preparation of such Shelf Registration
      Statement, each prospectus included therein or filed with the Commission and
      each amendment or supplement thereto;


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (vii) for
      a
      reasonable period prior to the filing of such Shelf Registration Statement,
      and
      throughout the period specified in Section 2(b), make available at
      reasonable times at the Company’s principal place of business or such other
      reasonable place for inspection by the persons referred to in
      Section 3(d)(vi) who shall certify to the Company that they have a current
      intention to sell the Registrable Securities pursuant to the Shelf Registration
      such financial and other information and books and records of the Company,
      and
      cause the officers, employees, counsel and independent certified public
      accountants of the Company to respond to such inquiries, as shall be reasonably
      necessary (and in the case of counsel, not violate an attorney-client privilege,
      in such counsel’s reasonable belief), in the judgment of the respective counsel
      referred to in Section 3(d)(vi), to conduct a reasonable investigation
      within the meaning of Section 11 of the Securities Act; provided,
      however,
      that the
      foregoing inspection and information gathering on behalf of the Electing Holders
      shall be conducted by one counsel designated by the holders of at least a
      majority in aggregate principal amount of the Registrable Securities held by
      the
      Electing Holders at the time outstanding and provided
      further
      that
      each such party shall be required to maintain in confidence and not to disclose
      to any other person any information or records reasonably designated by the
      Company as being confidential, until such time as (A) such information
      becomes a matter of public record (whether by virtue of its inclusion in such
      Shelf Registration Statement or otherwise), or (B) such person shall be
      required so to disclose such information pursuant to a subpoena or order of
      any
      court or other governmental agency or body having jurisdiction over the matter
      (subject to the requirements of such order, and only after such person shall
      have given the Company prompt prior written notice of such requirement), or
      (C) such information is required to be set forth in such Shelf Registration
      Statement or the prospectus included therein or in an amendment to such Shelf
      Registration Statement or an amendment or supplement to such prospectus in
      order
      that such Shelf Registration Statement, prospectus, amendment or supplement,
      as
      the case may be, complies with applicable requirements of the federal securities
      laws and the rules and regulations of the Commission and does not contain an
      untrue statement of a material fact or omit to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing;

     

    (viii) promptly
      notify each of the Electing Holders and confirm such advice in writing,
      (A) when such Shelf Registration Statement or the prospectus included
      therein or any prospectus amendment or supplement or post-effective amendment
      has been filed, and, with respect to such Shelf Registration Statement or any
      post-effective amendment, when the same has become effective, (B) of any
      comments by the Commission and by the blue sky or securities commissioner or
      regulator of any state with respect thereto or any request by the Commission
      for
      amendments or supplements to such Shelf Registration Statement or prospectus
      or
      for additional information, (C) of the issuance by the Commission of any
      stop order suspending the effectiveness of such Shelf Registration Statement
      or
      the initiation or threatening of any proceedings for that purpose, (D) if
      at any time the representations and warranties of the Company set forth in
      Section 5 cease to be true and correct in all material respects,
      (E) of the receipt by the Company of any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose, (F) the occurrence of any event that causes the Company to become
      an “ineligible issuer” as defined in Rule 405, or (G) if at any time
      when a prospectus is required to be delivered under the Securities Act, that
      such Shelf Registration Statement, prospectus, prospectus amendment or
      supplement or post-effective amendment does not conform in all material respects
      to the applicable requirements of the Securities Act and the Trust Indenture
      Act
      or contains an untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;

     

    (ix) use
      all
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of such Shelf Registration Statement or any post-effective
      amendment thereto at the earliest practicable date;


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (x) if
      requested by any Electing Holder, promptly incorporate in a prospectus
      supplement or post-effective amendment such information as is required by the
      applicable rules and regulations of the Commission and as such Electing Holder
      reasonably specifies should be included therein relating to the terms of the
      sale of such Registrable Securities, including information with respect to
      the
      principal amount of Registrable Securities being sold by such Electing Holder,
      the name and description of such Electing Holder, the offering price of such
      Registrable Securities and any discount, commission or other compensation
      payable in respect thereof and with respect to any other material terms of
      the
      offering of the Registrable Securities to be sold by such Electing Holder;
      and
      make all required filings of such prospectus supplement or post-effective
      amendment promptly after notification of the matters to be incorporated in
      such
      prospectus supplement or post-effective amendment;

     

    (xi) furnish
      to each Electing Holder and the counsel referred to in Section 3(d)(vi) an
      executed copy (or a conformed copy) of such Shelf Registration Statement, each
      such amendment and supplement thereto (in each case including all exhibits
      thereto (in the case of an Electing Holder of Registrable Securities, upon
      request) and documents incorporated by reference therein) and such number of
      copies of such Shelf Registration Statement (excluding exhibits thereto and
      documents incorporated by reference therein unless specifically so requested
      by
      such Electing Holder) and of the prospectus included in such Shelf Registration
      Statement (including each preliminary prospectus and any summary prospectus),
      in
      conformity in all material respects with the applicable requirements of the
      Securities Act and the Trust Indenture Act to the extent such documents are
      not
      available through the Commission’s EDGAR System, and such other documents, as
      such Electing Holder may reasonably request in order to facilitate the offering
      and disposition of the Registrable Securities owned by such Electing Holder
      and
      to permit such Electing Holder to satisfy the prospectus delivery requirements
      of the Securities Act; and subject to Section 3(e), the Company hereby
      consents to the use of such prospectus (including such preliminary and summary
      prospectus) and any amendment or supplement thereto by each such Electing Holder
      (subject to any applicable Suspension Period), in each case in the form most
      recently provided to such person by the Company, in connection with the offering
      and sale of the Registrable Securities covered by the prospectus (including
      such
      preliminary and summary prospectus) or any supplement or amendment
      thereto;

     

    (xii) use
      all
      commercially reasonable efforts to (A) register or qualify the Registrable
      Securities to be included in such Shelf Registration Statement under such
      securities laws or blue sky laws of such jurisdictions as any Electing Holder
      shall reasonably request, (B) keep such registrations or qualifications in
      effect (except as otherwise permitted during any Suspension Period) and comply
      with such laws so as to permit the continuance of offers, sales and dealings
      therein in such jurisdictions during the period the Shelf Registration Statement
      is required to remain effective under Section 2(b) and for so long as may
      be necessary to enable any such Electing Holder to complete its distribution
      of
      Registrable Securities pursuant to such Shelf Registration Statement,
      (C) take any and all other actions as may be reasonably necessary or
      advisable to enable each such Electing Holder to consummate the disposition
      in
      such jurisdictions of such Registrable Securities and (D) obtain the
      consent or approval of each governmental agency or authority, whether federal,
      state or local, which may be required to effect the Shelf Registration or the
      offering or sale in connection therewith or to enable the selling holder or
      holders to offer, or to consummate the disposition of, their Registrable
      Securities; provided,
      however,
      that
      neither the Company nor the Guarantors shall be required for any such purpose
      to
      (1) qualify as a foreign corporation in any jurisdiction wherein it would
      not otherwise be required to qualify but for the requirements of this
      Section 3(d)(xii), (2) consent to general service of process in any
      such jurisdiction or become subject to taxation in any such jurisdiction or
      (3) make any changes to its certificate of incorporation or by-laws or
      other governing documents or any agreement between it and its
      stockholders;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (xiii) unless
      any Registrable Securities shall be in book-entry only form, cooperate with
      the
      Electing Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold, which certificates,
      if so required by any securities exchange upon which any Registrable Securities
      are listed, shall be printed, penned, lithographed, engraved or otherwise
      produced by any combination of such methods, on steel engraved borders, and
      which certificates shall not bear any restrictive legends;


    (xiv) obtain
      a
      CUSIP number for all Securities that have been registered under the Securities
      Act, not later than the applicable Effective Time;

     

    (xv) notify
      in
      writing each holder of Registrable Securities of any proposal by the Company
      to
      amend or waive any provision of this Agreement pursuant to Section 9(h) and
      of any amendment or waiver effected pursuant thereto, each of which notices
      shall contain the text of the amendment or waiver proposed or effected, as
      the
      case may be; and

     

    (xvi) comply
      with all applicable rules and regulations of the Commission, and make generally
      available to its securityholders no later than eighteen months after the
      Effective Time of such Shelf Registration Statement an “earnings statement” of
      the Company and its subsidiaries complying with Section 11(a) of the
      Securities Act (including, at the option of the Company, Rule 158
      thereunder).

     

    (e) In
      the
      event that the Company would be required, pursuant to
      Section 3(d)(viii)(G), to notify the Electing Holders, the Company shall
      promptly prepare and furnish to each of the Electing Holders a reasonable number
      of copies of a prospectus supplemented or amended so that, as thereafter
      delivered to purchasers of Registrable Securities, such prospectus shall conform
      in all material respects to the applicable requirements of the Securities Act
      and the Trust Indenture Act and shall not contain an untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing. Each Electing Holder agrees that upon receipt
      of
      any notice from the Company pursuant to Section 3(d)(viii)(G), such
      Electing Holder shall forthwith discontinue the disposition of Registrable
      Securities pursuant to the Shelf Registration Statement applicable to such
      Registrable Securities until such Electing Holder shall have received copies
      of
      such amended or supplemented prospectus, and if so directed by the Company,
      such
      Electing Holder shall deliver to the Company (at the Company’s expense) all
      copies, other than permanent file copies, of the prospectus covering such
      Registrable Securities in such Electing Holder’s possession at the time of
      receipt of such notice.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (f) In
      the
      event of a Shelf Registration, in addition to the information required to be
      provided by each Electing Holder in its Notice and Questionnaire, the Company
      may require such Electing Holder to furnish to the Company such additional
      information regarding such Electing Holder and such Electing Holder’s intended
      method of distribution of Registrable Securities as may be required in order
      to
      comply with the Securities Act. Each such Electing Holder agrees to notify
      the
      Company as promptly as practicable of any inaccuracy or change in information
      previously furnished by such Electing Holder to the Company or of the occurrence
      of any event in either case as a result of which any prospectus relating to
      such
      Shelf Registration contains or would contain an untrue statement of a material
      fact regarding such Electing Holder or such Electing Holder’s intended method of
      disposition of such Registrable Securities or omits to state any material fact
      regarding such Electing Holder or such Electing Holder’s intended method of
      disposition of such Registrable Securities required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing, and promptly to furnish to the Company any
      additional information required to correct and update any previously furnished
      information or required so that such prospectus shall not contain, with respect
      to such Electing Holder or the disposition of such Registrable Securities,
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading
      in
      light of the circumstances then existing.

     

    (g) Until
      the
      expiration of two years after the Closing Date, the Company will not, and will
      not permit any of its “affiliates” (as defined in Rule 144) to, resell any
      of the Securities that have been reacquired by any of them except pursuant
      to an
      effective registration statement, or a valid exemption from the registration
      requirements, under the Securities Act.

     

    (h) As
      a
      condition to its participation in the Exchange Offer, each holder of Registrable
      Securities shall furnish, upon the request of the Company, a written
      representation to the Company (which may be contained in the letter of
      transmittal or “agent’s message” transmitted via The Depository Trust Company’s
      Automated Tender Offer Procedures, in either case contemplated by the Exchange
      Registration Statement) to the effect that (A) it is not an “affiliate” of
      the Company, as defined in Rule 405 of the Securities Act, or if it is such
      an “affiliate”, it will comply with the registration and prospectus delivery
      requirements of the Securities Act to the extent applicable, (B) it is not
      engaged in and does not intend to engage in, and has no arrangement or
      understanding with any person to participate in, a distribution of the Exchange
      Securities to be issued in the Exchange Offer, (C) it is acquiring the
      Exchange Securities in its ordinary course of business, (D) if it is a
      broker-dealer that holds Securities that were acquired for its own account
      as a
      result of market-making activities or other trading activities (other than
      Securities acquired directly from the Company or any of its affiliates), it
      will
      deliver a prospectus meeting the requirements of the Securities Act in
      connection with any resales of the Exchange Securities received by it in the
      Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the
      Securities to be exchanged in the Exchange Offer from the Company or any of
      its
      affiliates, and (F) it is not acting on behalf of any person who could not
      truthfully and completely make the representations contained in the foregoing
      subclauses (A) through (E).

     

    (i) In
      connection with the Company’s and the Guarantors’ obligations with respect to a
      Market-Making Registration, if applicable, the Company and the Guarantors
      shall:

     

    (i) prepare
      and file with the Commission, within the time periods specified in
      Section 2(d), a Market-Making Registration Statement on any form which may
      be utilized by the Company and which shall register all of the Securities and
      the Exchange Securities for resale by the Market Maker in accordance with such
      method or methods of disposition as may be specified by the Market Maker and
      use
      all commercially reasonable efforts to cause such Market-Making Registration
      Statement to become effective within the time periods specified in
      Section 2(d); 


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (ii) as
      soon
      as reasonably practicable prepare and file with the Commission such amendments
      and supplements to such Market-Making Registration Statement and the prospectus
      included therein as may be necessary to effect and maintain the effectiveness
      of
      such Market-Making Registration Statement for the period specified in
      Section 2(d) and as may be required by the applicable rules and regulations
      of the Commission and the instructions applicable to the form of such
      Market-Making Registration Statement, and furnish to the Market Maker copies
      of
      any such supplement or amendment simultaneously with or prior to its being
      used
      or filed with the Commission to the extent such documents are not publicly
      available on the Commission’s EDGAR System;

     

    (iii) comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      of the Securities and Exchange Securities covered by such Market-Making
      Registration Statement in accordance with the intended methods of disposition
      by
      the Market Maker provided for in such Market-Making Registration
      Statement;

     

    (iv) provide
      the Market Maker and its counsel the opportunity to participate in the
      preparation of such Market-Making Registration Statement, each prospectus
      included therein or filed with the Commission and each amendment or supplement
      thereto;

     

    (v) for
      a
      reasonable period prior to the filing of such Market-Making Registration
      Statement, and throughout the period specified in Section 2(d), make
      available at reasonable times at the Company’s principal place of business or
      such other reasonable place for inspection by the Market Maker and its counsel
      such financial and other information and books and records of the Company,
      and
      cause the officers, employees, counsel and independent certified public
      accountants of the Company to respond to such inquiries, as shall be reasonably
      necessary (and in the case of counsel, not violate an attorney-client privilege,
      in such counsel’s reasonable belief), in the judgment of the Market Maker’s
      counsel, to conduct a reasonable investigation within the meaning of
      Section 11 of the Securities Act; provided,
      however,
      that the
      Market Maker and its counsel shall be required to maintain in confidence and
      not
      to disclose to any other person any information or records reasonably designated
      by the Company as being confidential, until such time as (A) such
      information becomes a matter of public record (whether by virtue of its
      inclusion in such Market-Making Registration Statement or otherwise), or
      (B) such person shall be required so to disclose such information pursuant
      to a subpoena or order of any court or other governmental agency or body having
      jurisdiction over the matter (subject to the requirements of such order, and
      only after such person shall have given the Company prompt prior written notice
      of such requirement), or (C) such information is required to be set forth
      in such Market-Making Registration Statement or the prospectus included therein
      or in an amendment to such Market-Making Registration Statement or an amendment
      or supplement to such prospectus in order that such Market-Making Registration
      Statement, prospectus, amendment or supplement, as the case may be, complies
      with applicable requirements of the federal securities laws and the rules and
      regulations of the Commission and does not contain an untrue statement of a
      material fact or omit to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing;


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (vi) promptly
      notify the Market Maker and confirm such advice in writing, (A) when such
      Market-Making Registration Statement or the prospectus included therein or
      any
      prospectus amendment or supplement or post-effective amendment has been filed,
      and, with respect to such Market-Making Registration Statement or any
      post-effective amendment, when the same has become effective, (B) of any
      comments by the Commission and by the blue sky or securities commissioner or
      regulator of any state with respect thereto or any request by the Commission
      for
      amendments or supplements to such Market-Making Registration Statement or
      prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of such Market-Making
      Registration Statement or the initiation or threatening of any proceedings
      for
      that purpose, (D) if at any time the representations and warranties of the
      Company set forth in Section 5 cease to be true and correct in all material
      respects, (E) of the receipt by the Company of any notification with
      respect to the suspension of the qualification of the Securities or the Exchange
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose, (F) the occurrence of any event that causes
      the Company to become an “ineligible issuer” as defined in Rule 405, or
      (G) if at any time when a prospectus is required to be delivered under the
      Securities Act, that such Market-Making Registration Statement, prospectus,
      prospectus amendment or supplement or post-effective amendment does not conform
      in all material respects to the applicable requirements of the Securities Act
      and the Trust Indenture Act or contains an untrue statement of a material fact
      or omits to state any material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the circumstances
      then
      existing;

     

    (vii) use
      all
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of such Market-Making Registration Statement or any
      post-effective amendment thereto at the earliest practicable date;

     

    (viii) if
      requested by the Market Maker, promptly incorporate in a prospectus supplement
      or post-effective amendment such information as is required by the applicable
      rules and regulations of the Commission and as the Market Maker specifies should
      be included therein relating to the terms of the sale of such Securities or
      Exchange Securities by the Market Maker; and make all required filings of such
      prospectus supplement or post-effective amendment promptly after notification
      of
      the matters to be incorporated in such prospectus supplement or post-effective
      amendment;

     

    (ix) furnish
      to the Market Maker and its counsel an executed copy (or a conformed copy)
      of
      such Market-Making Registration Statement, each such amendment and supplement
      thereto (in each case including all exhibits thereto and documents incorporated
      by reference therein) and such number of copies of such Market-Making
      Registration Statement (excluding exhibits thereto and documents incorporated
      by
      reference therein unless specifically so requested by the Market Maker) and
      of
      the prospectus included in such Market-Making Registration Statement (including
      each preliminary prospectus and any summary prospectus), in conformity in all
      material respects with the applicable requirements of the Securities Act and
      the
      Trust Indenture Act to the extent such documents are not available through
      the
      Commission’s EDGAR System, and such other documents, as the Market Maker may
      reasonably request in order to facilitate the offering and disposition of the
      Securities and the Exchange Securities by the Market Maker and to permit the
      Market Maker to satisfy the prospectus delivery requirements of the Securities
      Act; and subject to Section 3(j), the Company and the Guarantors hereby
      consent to the use of such prospectus (including such preliminary and summary
      prospectus) and any amendment or supplement thereto by the Market Maker (subject
      to any applicable suspension period in accordance with Section 3(j)), in each
      case in the form most recently provided to the Market Maker by the Company,
      in
      connection with the offering and sale of the Securities and Exchange Securities
      covered by the prospectus (including such preliminary and summary prospectus)
      or
      any supplement or amendment thereto;


    
      
        
        

      

      
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    (x) use
      all
      commercially reasonable efforts to (A) register or qualify the Securities
      and Exchange Securities to be included in such Market-Making Registration
      Statement under such securities laws or blue sky laws of such jurisdictions
      as
      the Market Maker shall reasonably request, (B) keep such registrations or
      qualifications in effect and comply with such laws so as to permit the
      continuance of offers, sales and dealings therein in such jurisdictions during
      the period the Market-Making Registration Statement is required to remain
      effective under Section 2(d) and for so long as may be necessary to enable
      any such Electing Holder to complete its distribution of Securities and Exchange
      Securities pursuant to such Market-Making Registration Statement, (C) take
      any and all other actions as may be reasonably necessary or advisable to enable
      the Market Maker to consummate the disposition in such jurisdictions of such
      Securities and Exchange Securities and (D) obtain the consent or approval
      of each governmental agency or authority, whether federal, state or local,
      which
      may be required to effect the Market-Making Registration or the offering or
      sale
      in connection therewith or to enable the Market Maker to offer, or to consummate
      the disposition of, Securities and Exchange Securities in connection with its
      market making activities; provided,
      however,
      that
      neither the Company nor the Guarantors shall be required for any such purpose
      to
      (1) qualify as a foreign corporation in any jurisdiction wherein it would
      not otherwise be required to qualify but for the requirements of this
      Section 3(e)(x), (2) consent to general service of process in any such
      jurisdiction or become subject to taxation in any such jurisdiction or
      (3) make any changes to its certificate of incorporation or by-laws or
      other governing documents or any agreement between it and its
      stockholders;

     

    (xi) use
      all
      commercially reasonable efforts to furnish or cause to be furnished to the
      Market Maker upon its request at reasonable intervals (subject to the proviso
      below), when the Market-Making Registration Statement or the Market-Making
      Prospectus shall be amended or supplemented at any time when the Market-Making
      Conditions are satisfied: (1) access to the Company’s officers and financial and
      other records; (2) written opinions of counsel for the Company (which may be
      the
      General Counsel of the Company in his sole discretion) covering such matters
      as
      the Market Maker may reasonably request and that, to such counsel’s knowledge,
      no stop order suspending the effectiveness of the Market-Making Registration
      Statement has been issued and no proceeding for that purpose is pending or
      threatened by the Commission; (3) a letter from the independent accountants
      who
      have certified the financial statements included in the Market-Making
      Registration Statement as then amended covering such matters as the Market
      Maker
      shall reasonably request and consistent with customary practice; and (4)
      certificates of officers of the Company to the effect that: (A) the
      Market-Making Registration Statement has been declared effective; (B) in the
      case of an amendment, such amendment has become effective under the Securities
      Act as of the date and time specified in such certificate, if applicable; (C)
      if
      required, such amendment or supplement to the Market-Making Prospectus was
      filed
      with the Commission pursuant to the subparagraph of Rule 424(b) under the
      Securities Act specified in such certificate on the date specified therein;
      (D)
      to the knowledge of such officers, no stop order suspending the effectiveness
      of
      the Market-Making Registration Statement has been issued and no proceeding
      for
      that purpose is pending or threatened by the Commission; (E) such officers
      have
      examined the Market-Making Registration Statement and the Market-Making
      Prospectus (and, in the case of an amendment or supplement, such amendment
      or
      supplement) and as of the date of such document, the Market-Making Registration
      Statement and the Market-Making Prospectus, as amended or supplemented, as
      applicable, did not include any untrue statement of a material fact and did
      not
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading; and in the case of clauses (2), (3)
      and
      (4) above in form and substance reasonably satisfactory to the Market Maker
      and
      as modified to relate to the Market-Making Registration Statement and the
      Market-Making Prospectus as then amended or supplemented; provided,
      however,
      that
      (x) such letters from the independent accountants shall be required only in
      connection with amendments or supplements relating to the inclusion of audited
      financial statements, beginning with the audited financial statements for the
      year ended 2007 and shall be required no more than once in any calendar year
      and
      (y) such opinions of counsel and such officers certificates shall be required
      no
      more than twice in any calendar year;


    
      
        
        

      

      
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    (xii) unless
      any Securities or Exchange Securities shall be in book-entry only form,
      cooperate with the Market Maker to facilitate the timely preparation and
      delivery of certificates representing Securities and Exchange Securities to
      be
      sold, which certificates, if so required by any securities exchange upon which
      any Securities or Exchange Securities are listed, shall be printed, penned,
      lithographed, engraved or otherwise produced by any combination of such methods,
      on steel engraved borders, and which certificates shall not bear any restrictive
      legends; and

     

    (xiii) comply
      with all applicable rules and regulations of the Commission, and make generally
      available to its securityholders no later than eighteen months after the
      Effective Time of such Market-Making Registration Statement an “earnings
      statement” of the Company and its subsidiaries complying with Section 11(a)
      of the Securities Act (including, at the option of the Company, Rule 158
      thereunder).

     

    (j) In
      the
      event that the Company would be required, pursuant to Section 3(i)(vi)(G),
      to notify the Market Maker, the Company shall promptly prepare and furnish
      to
      the Market Maker a reasonable number of copies of a Market-Making prospectus
      supplemented or amended so that, as thereafter delivered to purchasers of
      Securities or Exchange Securities, such prospectus shall conform in all material
      respects to the applicable requirements of the Securities Act and the Trust
      Indenture Act and shall not contain an untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading in light of the circumstances then
      existing. The Market Maker agrees that upon receipt of any notice from the
      Company pursuant to Section 3(i)(vi)(G), the Market Maker shall forthwith
      discontinue the disposition of Securities and Exchange Securities pursuant
      to
      the Market-Making Registration Statement until the Market Maker shall have
      received copies of such amended or supplemented
      Market-Making Prospectus, and if so directed by the Company, the Market Maker
      shall deliver to the Company (at the Company’s expense) all copies, other than
      permanent file copies, of the Market-Making Prospectus in the Market-Maker’s
      possession at the time of receipt of such notice. 


    
      
        
        

      

      
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    4. Registration
      Expenses.

     

    The
      Company agrees to bear and to pay or cause to be paid promptly all expenses
      incident to the Company’s performance of or compliance with this Agreement,
      including (a) all Commission and any FINRA registration, filing and review
      fees and expenses including reasonable fees and disbursements of counsel for
      the
      Eligible Holders and the Market Maker in connection with such registration,
      filing and review, (b) all fees and expenses in connection with the
      qualification of the Registrable Securities, the Securities and the Exchange
      Securities, as applicable, for offering and sale under the State securities
      and
      blue sky laws referred to in Section 3(d)(xii) and Section 3(i)(x) and
      determination of their eligibility for investment under the laws of such
      jurisdictions as the Electing Holders or the Market Maker may designate,
      including any reasonable fees and disbursements of counsel for the Electing
      Holders or the Market Maker in connection with such qualification and
      determination, (c) all expenses relating to the preparation, printing,
      production, distribution and reproduction of each registration statement
      required to be filed hereunder, each prospectus included therein or prepared
      for
      distribution pursuant hereto, each amendment or supplement to the foregoing,
      the
      expenses of preparing the Securities or Exchange Securities, as applicable,
      for
      delivery and the expenses of printing or producing any selling agreements and
      blue sky or legal investment memoranda and all other documents in connection
      with the offering, sale or delivery of Securities or Exchange Securities, as
      applicable, to be disposed of (including certificates representing the
      Securities or Exchange Securities, as applicable), (d) messenger, telephone
      and delivery expenses relating to the offering, sale or delivery of Securities
      or Exchange Securities, as applicable and the preparation of documents referred
      in clause (c) above, (e) fees and expenses of the Trustee under the
      Indenture, any agent of the Trustee and any counsel for the Trustee and of
      any
      collateral agent or custodian, (f) internal expenses (including all
      salaries and expenses of the Company’s officers and employees performing legal
      or accounting duties), (g) reasonable fees, disbursements and expenses of
      counsel and independent certified public accountants of the Company,
      (h) reasonable fees, disbursements and expenses of (x) one counsel for the
      Electing Holders retained in connection with a Shelf Registration, as selected
      by the Electing Holders of at least a majority in aggregate principal amount
      of
      the Registrable Securities held by Electing Holders (which counsel shall be
      reasonably satisfactory to the Company) and (y) one counsel for the Market
      Maker
      retained in connection with a Market-Making Registration, as selected by the
      Market Maker (which counsel shall be reasonably satisfactory to the Company),
      (i) any fees charged by securities rating services for rating the
      Registrable Securities, the Securities or the Exchange Securities, as
      applicable, and (j) fees, expenses and disbursements of any other persons,
      including special experts, retained by the Company in connection with such
      registration (collectively, the “Registration
      Expenses”).
      To the
      extent that any Registration Expenses are incurred, assumed or paid by any
      holder of Registrable Securities, Securities or Exchange Securities (including
      the Market Maker), as applicable, the Company shall reimburse such person for
      the full amount of the Registration Expenses so incurred, assumed or paid
      promptly after receipt of a request therefor. Notwithstanding the foregoing,
      the
      holders of the Registrable Securities being registered and the Market Maker
      shall pay all agency fees and commissions and underwriting discounts and
      commissions, if any, and transfer taxes, if any, attributable to the sale of
      such Registrable Securities, Securities and Exchange Securities, as applicable,
      and the fees and disbursements of any counsel or other advisors or experts
      retained by such holders (severally or jointly), other than the counsel and
      experts specifically referred to above.


    
      
        
        

      

      
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    5. Representations
      and Warranties.

     

    Each
      of
      the Company and the Guarantors, jointly and severally, represents and warrants
      to, and agrees with, each Purchaser and each of the holders from time to time
      of
      Registrable Securities and the Market Maker that:

     

    (a) Each
      registration statement covering Registrable Securities, Securities or Exchange
      Securities, as applicable, and each prospectus (including any preliminary or
      summary prospectus) contained therein or furnished pursuant to Section 3(c)
      or Section 3(d) or Section 3(i) and any further amendments or supplements
      to any such registration statement or prospectus, when it becomes effective
      or
      is filed with the Commission, as the case may be, will conform in all material
      respects to the requirements of the Securities Act and the Trust Indenture
      Act
      and will not contain an untrue statement of a material fact or omit to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading; and at all times subsequent to the Effective Time when
      a
      prospectus would be required to be delivered under the Securities Act, other
      than (A) from (i) such time as a notice has been given to holders of
      Registrable Securities or to the Market Maker pursuant to
      Section 3(c)(iii)(G) or Section 3(d)(viii)(G) or Section 3(i)(vi)(G)
      until (ii) such time as the Company furnishes an amended or supplemented
      prospectus pursuant to Section 3(c)(iv) or Section 3(e) or Section
      3(j) or (B) during any applicable Suspension Period or period of suspension
      of the Market-Making Registration Statement pursuant to Section 3(j), each
      such
      registration statement, and each prospectus (including any summary prospectus)
      contained therein or furnished pursuant to Section 3(c) or
      Section 3(d) or Section 3(i), as then amended or supplemented, will conform
      in all material respects to the requirements of the Securities Act and the
      Trust
      Indenture Act and will not contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading in the light of the circumstances then
      existing; provided,
      however,
      that
      this representation and warranty shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in writing
      to
      the Company by a holder of Registrable Securities or the Market Maker expressly
      for use therein.

     

    (b) Any
      documents incorporated by reference in any prospectus referred to in
      Section 5(a), when they become or became effective or are or were filed
      with the Commission, as the case may be, will conform or conformed in all
      material respects to the requirements of the Securities Act or the Exchange
      Act,
      as applicable, and none of such documents will contain or contained an untrue
      statement of a material fact or will omit or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading; provided,
      however,
      that
      this representation and warranty shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in writing
      to
      the Company by a holder of Registrable Securities or the Market Maker expressly
      for use therein.


    
      
        
        

      

      
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    (c) The
      compliance by the Company with all of the provisions of this Agreement and
      the
      consummation of the transactions herein contemplated will not (i) conflict
      with or result in a breach or violation of any of the terms or provisions of,
      or
      constitute a default under, any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which the Company or any of its
      subsidiaries is a party or by which the Company or any of its subsidiaries
      is
      bound or to which any of the property or assets of the Company or any of its
      subsidiaries is subject, (ii) result in any violation of the provisions of
      the certificate of incorporation, as amended, or the by-laws or other governing
      documents, as applicable, of the Company or
      the
      Guarantors or (iii)  result in any violation of any statute or any order,
      rule or regulation of any court or governmental agency or body having
      jurisdiction over the Company or any of its subsidiaries or any of their
      respective properties, except in the case of (i) and (iii) above, for such
      conflicts, breaches or defaults as would not reasonably be expected to result
      in
      a material adverse effect on the business, properties, condition (financial
      or
      otherwise), results of operations or prospects of the Company and its
      subsidiaries, taken as whole (a “Material
      Adverse Effect”);
      and no
      consent, approval, authorization, order, registration or qualification of or
      with any such court or governmental agency or body is required for the
      consummation by the Company and the Guarantors of the transactions contemplated
      by this Agreement, except (w) the registration under the Securities Act of
      the Registrable Securities, the Securities and the Exchange Securities, as
      applicable, and qualification of the Indenture under the Trust Indenture Act,
      (x) such consents, approvals, authorizations, registrations or
      qualifications as may be required under state securities or blue sky laws in
      connection with the offering and distribution of the Registrable Securities,
      the
      Securities and the Exchange Securities, as applicable, (y) such consents,
      approvals, authorizations, registrations or qualifications that have been
      obtained and are in full force and effect as of the date hereof and
      (z) such consents, approvals, authorizations, registrations or
      qualifications that the failure to have would not reasonably be expected to
      have
      a Material Adverse Effect.

     

    (d) This
      Agreement has been duly authorized, executed and delivered by the Company and
      the Guarantors.

     

    6. Indemnification
      and Contribution.

     

    (a) Indemnification
      by the Company and the Guarantors. The
      Company and the Guarantors, jointly and severally, will indemnify and hold
      harmless each of the holders of Registrable Securities included in an Exchange
      Registration Statement and each of the Electing Holders as holders of
      Registrable Securities included in a Shelf Registration Statement and the Market
      Maker as holder of Securities or Exchange Securities included in a Market-Making
      Registration Statement against any losses, claims, damages or liabilities,
      joint
      or several, to which such holder or such Electing Holder or the Market Maker
      may
      become subject under the Securities Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon an untrue statement or alleged untrue statement of a material
      fact contained in any Exchange Registration Statement, any Shelf Registration
      Statement or any Market-Making Registration Statement, as the case may be,
      under
      which such Registrable Securities, Securities or Exchange Securities were
      registered under the Securities Act, or any preliminary, final or summary
      prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433) contained therein or furnished by the Company to
      any such holder, any such Electing Holder or the Market Maker, or any amendment
      or supplement thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, and will reimburse
      each
      such holder, each such Electing Holder and the Market Maker for any legal or
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such action or claim as such expenses are incurred; provided,
      however,
      that
      neither the Company nor the Guarantors shall be liable to any such person in
      any
      such case to the extent that any such loss, claim, damage or liability arises
      out of or is based upon an untrue statement or alleged untrue statement or
      omission or alleged omission made in such registration statement, or
      preliminary, final or summary prospectus (including, without limitation, any
      “issuer free writing prospectus” as defined in Rule 433), or amendment or
      supplement thereto, in reliance upon and in conformity with written information
      furnished to the Company by such person expressly for use
      therein.


    
      
        
        

      

      
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    (b) Indemnification
      by the Electing Holders. The
      Company may require, as a condition to including any Registrable Securities
      in
      any Shelf Registration Statement filed pursuant to Section 2(b), that the
      Company shall have received an undertaking reasonably satisfactory to it from
      each Electing Holder of Registrable Securities included in such Shelf
      Registration Statement, severally and not jointly, to (i) indemnify and
      hold harmless the Company, the
      Guarantors, and all other Electing Holders included in such Shelf Registration
      Statement, against any losses, claims, damages or liabilities to which the
      Company, the Guarantors or such other Electing Holders of Registrable Securities
      may become subject, under the Securities Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof) arise
      out
      of or are based upon an untrue statement or alleged untrue statement of a
      material fact contained in such registration statement, or any preliminary,
      final or summary prospectus (including, without limitation, any “issuer free
      writing prospectus” as defined in Rule 433) contained therein or furnished
      by the Company to any Electing Holder, or any amendment or supplement thereto,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, in each case to the extent, but only to
      the
      extent, that such untrue statement or alleged untrue statement or omission
      or
      alleged omission was made in reliance upon and in conformity with written
      information furnished to the Company by such Electing Holder expressly for
      use
      therein, and (ii) reimburse the Company and the Guarantors for any legal or
      other expenses reasonably incurred by the Company and the Guarantors in
      connection with investigating or defending any such action or claim as such
      expenses are incurred; provided,
      however,
      that no
      such Electing Holder shall be required to undertake liability to any person
      under this Section 6(b) for any amounts in excess of the dollar amount of
      the proceeds to be received by such Electing Holder from the sale of such
      Electing Holder’s Registrable Securities pursuant to such
      registration.

     

    (c) Notices
      of Claims, Etc. Promptly
      after receipt by an indemnified party under subsection (a) or (b) above of
      written notice of the commencement of any action, such indemnified party shall,
      if a claim in respect thereof is to be made against an indemnifying party
      pursuant to the indemnification provisions of or contemplated by this
      Section 6, notify such indemnifying party in writing of the commencement of
      such action; but the omission so to notify the indemnifying party shall not
      relieve it from any liability which it may have to any indemnified party
      otherwise than under the indemnification provisions of or contemplated by
      Section 6(a) or Section 6(b). In case any such action shall be brought
      against any indemnified party and it shall notify an indemnifying party of
      the
      commencement thereof, such indemnifying party shall be entitled to participate
      therein and, to the extent that it shall wish, jointly with any other
      indemnifying party similarly notified, to assume the defense thereof, with
      counsel reasonably satisfactory to such indemnified party (who shall not, except
      with the consent of the indemnified party, be counsel to the indemnifying
      party), and, after notice from the indemnifying party to such indemnified party
      of its election so to assume the defense thereof, such indemnifying party shall
      not be liable to such indemnified party for any legal expenses of other counsel
      or any other expenses, in each case subsequently incurred by such indemnified
      party, in connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the prior written consent
      of
      the indemnified party, effect the settlement or compromise of, or consent to
      the
      entry of any judgment with respect to, any pending or threatened action or
      claim
      in respect of which indemnification or contribution may be sought hereunder
      (whether or not the indemnified party is an actual or potential party to such
      action or claim) unless such settlement, compromise or judgment
      (i) includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim and (ii) does not include a
      statement as to, or an admission of, fault, culpability or a failure to act
      by
      or on behalf of any indemnified party. The indemnifying party shall not be
      required to indemnify the indemnified party for any amount paid or payable
      by
      the indemnified party in the settlement or compromise of, or entry into any
      judgment with respect to, any pending or threatened action or claim in respect
      of which indemnification or contribution may be sought hereunder without the
      written consent of the indemnifying party, which consent shall not be
      unreasonably withheld.


    
      
        
        

      

      
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    (d) Contribution.
      If
      for
      any reason the indemnification provisions contemplated by Section 6(a) or
      Section 6(b) are unavailable to or insufficient to hold harmless an
      indemnified party in respect of any losses, claims, damages or liabilities
      (or
      actions in respect thereof) referred to therein, then each indemnifying party
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such losses, claims, damages or liabilities (or actions in respect
      thereof) in such proportion as is appropriate to reflect the relative fault
      of
      the indemnifying party and the indemnified party in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party and
      indemnified party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      or
      alleged omission to state a material fact relates to information supplied by
      such indemnifying party or by such indemnified party, and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The parties hereto agree that it would not be just
      and equitable if contributions pursuant to this Section 6(d) were
      determined by pro rata allocation (even if the holders were treated as one
      entity for such purpose) or by any other method of allocation which does not
      take account of the equitable considerations referred to in this
      Section 6(d). The amount paid or payable by an indemnified party as a
      result of the losses, claims, damages, or liabilities (or actions in respect
      thereof) referred to above shall be deemed to include any legal or other fees
      or
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 6(d), (i) no Electing Holder shall be required
      to contribute any amount in excess of the amount by which the dollar amount
      of
      the proceeds received by such holder from the sale of any Registrable Securities
      (after deducting any fees, discounts and commissions applicable thereto) exceeds
      the amount of any damages which such holder has otherwise been required to
      pay
      by reason of such untrue or alleged untrue statement or omission or alleged
      omission and (ii) under no circumstances will the Market Maker be required
      to
      contribute any amount in excess of the amount by which the total price at which
      the Registrable Securities underwritten by it and distributed to the public
      were
      offered to the public exceeds the amount of any damages which such underwriter
      has otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act) shall be entitled to contribution from any person who was not guilty of
      such fraudulent misrepresentation. The holders’ obligations in this
      Section 6(d) to contribute shall be several in proportion to the principal
      amount of Registrable Securities registered by them and not
      joint.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    (e) The
      obligations of the Company and the Guarantors under this Section 6 shall be
      in addition to any liability which the Company or the Guarantors may otherwise
      have and shall extend, upon the same terms and conditions, to each officer,
      director and partner of each holder, each Electing Holder, the Market Maker
      and
      each person, if any, who controls any of the foregoing within the meaning of
      the
      Securities Act; and the obligations of the holders and the Electing Holders
      contemplated by this Section 6 shall be in addition to any liability which
      the respective holder or Electing Holder may otherwise have and shall extend,
      upon the same terms and conditions, to each officer and director of the Company
      or the Guarantors (including any person who, with his consent, is named in
      any
      registration statement as about to become a director of the Company or the
      Guarantors) and to each person, if any, who controls the Company within the
      meaning of the Securities Act, as well as to each officer and director of the
      other holders and to each person, if any, who controls such other holders within
      the meaning of the Securities Act.

     

    7. Underwritten
      Offerings.

     

    Each
      holder of Registrable Securities hereby agrees with the Company and each other
      such holder that no holder of Registrable Securities may participate in any
      underwritten offering hereunder unless (a) the Company gives its prior
      written consent to such underwritten offering, (b) the managing underwriter
      or underwriters thereof shall be designated by Electing Holders holding at
      least
      a majority in aggregate principal amount of the Registrable Securities to be
      included in such offering, provided that such designated managing underwriter
      or
      underwriters is or are reasonably acceptable to the Company, (c) each
      holder of Registrable Securities participating in such underwritten offering
      agrees to sell such holder’s Registrable Securities on the basis provided in any
      underwriting arrangements approved by the persons entitled selecting the
      managing underwriter or underwriters hereunder and (d) each holder of
      Registrable Securities participating in such underwritten offering completes
      and
      executes all questionnaires, powers of attorney, indemnities, underwriting
      agreements and other documents reasonably required under the terms of such
      underwriting arrangements. 

     

    8. Rule 144.

     

    (a) Facilitation
      of Sales Pursuant to Rule 144.
      The
      Company covenants to the holders of Registrable Securities that to the extent
      it
      shall be required to do so under the Exchange Act, the Company shall timely
      file
      the reports required to be filed by it under the Exchange Act or the Securities
      Act (including the reports under Sections 13 and 15(d) of the Exchange Act
      referred to in subparagraph (c)(1) of Rule 144), and shall take such
      further action as any holder of Registrable Securities may reasonably request,
      all to the extent required from time to time to enable such holder to sell
      Registrable Securities without registration under the Securities Act within
      the
      limitations of the exemption provided by Rule 144. Upon the request of any
      holder of Registrable Securities in connection with that holder’s sale pursuant
      to Rule 144, the Company shall deliver to such holder a written statement
      as to whether it has complied with such requirements.

     

    (b) Availability
      of Rule 144 Not Excuse for Obligations under Section 2.
      The
      fact that holders of Registrable Securities may become eligible to sell such
      Registrable Securities pursuant to Rule 144 shall not (1) cause such Securities
      to cease to be Registrable Securities or (2) excuse the Company’s and the
      Guarantors’ obligations set forth in Section 2 of this Agreement, including
      without limitation the obligations in respect of an Exchange Offer, Shelf
      Registration, Special Interest and Market-Making Registration.

     

    9. Miscellaneous.

     

    (a) No
      Inconsistent Agreements. The
      Company represents, warrants, covenants and agrees that it has not granted,
      and
      shall not grant, registration rights with respect to Registrable Securities,
      Exchange Securities or Securities, as applicable, or any other securities which
      would be inconsistent with the terms contained in this
      Agreement.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (b) Specific
      Performance.
      The
      parties hereto acknowledge that there would be no adequate remedy at law if
      the
      Company fails to perform any of its obligations hereunder and that the Purchaser
      and the holders from time to time of the Registrable Securities and the Market
      Maker may be irreparably harmed by any such failure, and accordingly agree
      that
      the Purchaser and such holders and the Market Maker, in addition to any other
      remedy to which they may be entitled at law or in equity, shall be entitled
      to
      compel specific performance of the obligations of the Company under this
      Agreement in accordance with the terms and conditions of this Agreement, in
      any
      court of the United States or any State thereof having jurisdiction. Time shall
      be of the essence in this Agreement.

     

    (c) Notices.
      All
      notices, requests, claims, demands, waivers and other communications hereunder
      shall be in writing and shall be deemed to have been duly given when delivered
      by hand, if delivered personally, by facsimile or by courier, or five Business
      Days after being deposited in the mail (registered or certified mail, postage
      prepaid, return receipt requested) as follows: If to the Company, to it at
      Aeroflex Incorporated, 35 South Service Road, P.O. Box 6022, Plainview, NY
      11803, Attention: Chief Financial Officer, with copies to Michael R. Littenberg,
      Esq., Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022,
      and if to a holder, to the address of such holder set forth in the security
      register or other records of the Company, or to such other address as the
      Company or any such holder may have furnished to the other in writing in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt and if to the Market Maker to Goldman, Sachs & Co., 85
      Broad Street, New York, New York 10004.

     

    (d) Parties
      in Interest.
      All the
      terms and provisions of this Agreement shall be binding upon, shall inure to
      the
      benefit of and shall be enforceable by the parties hereto, the holders from
      time
      to time of the Registrable Securities, the Market Maker and the respective
      successors and assigns of the foregoing. In the event that any transferee of
      any
      holder of Registrable Securities shall acquire Registrable Securities, in any
      manner, whether by gift, bequest, purchase, operation of law or otherwise,
      such
      transferee shall, without any further writing or action of any kind, be deemed
      a
      beneficiary hereof for all purposes and such Registrable Securities shall be
      held subject to all of the terms of this Agreement, and by taking and holding
      such Registrable Securities such transferee shall be entitled to receive the
      benefits of, and be conclusively deemed to have agreed to be bound by all of
      the
      applicable terms and provisions of this Agreement. If the Company shall so
      request, any such successor, assign or transferee shall agree in writing to
      acquire and hold the Registrable Securities subject to all of the applicable
      terms hereof.

     

    (e) Survival.
      The
      respective indemnities, agreements, representations, warranties and each other
      provision set forth in this Agreement or made pursuant hereto shall remain
      in
      full force and effect regardless of any investigation (or statement as to the
      results thereof) made by or on behalf of any holder of Registrable Securities,
      the Market Maker any director, officer or partner of such holder or the Market
      Maker, or any controlling person of any of the foregoing, and shall survive
      delivery of and payment for the Registrable Securities pursuant to the Purchase
      Agreement the transfer and registration of Registrable Securities by such holder
      and the consummation of an Exchange Offer and the transfer and registration
      of
      Securities and Exchange Securities by the Market Maker. 


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (f) Governing
      Law.
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    (g) Headings.
      The
      descriptive headings of the several Sections and paragraphs of this Agreement
      are inserted for convenience only, do not constitute a part of this Agreement
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (h) Entire
      Agreement; Amendments.
      This
      Agreement and the other writings referred to herein (including the Indenture
      and
      the form of Securities) or delivered pursuant hereto which form a part hereof
      contain the entire understanding of the parties with respect to its subject
      matter. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to its subject matter. This Agreement may
      be
      amended and the observance of any term of this Agreement may be waived (either
      generally or in a particular instance and either retroactively or prospectively)
      only by a written instrument duly executed by the Company and the holders of
      at
      least a majority in aggregate principal amount of the Registrable Securities
      at
      the time outstanding and the Market Maker; provided
      that any
      such amendment or waiver affecting solely the provisions of this Agreement
      relating to a Market-Making Registration may be effected by a written instrument
      duly executed solely by the Company and the Market Maker. Each holder of any
      Registrable Securities at the time or thereafter outstanding shall be bound
      by
      any amendment or waiver effected pursuant to this Section 9(h), whether or
      not any notice, writing or marking indicating such amendment or waiver appears
      on such Registrable Securities or is delivered to such holder.

     

    (i) Inspection.
      For so
      long as this Agreement shall be in effect, this Agreement and a complete list
      of
      the names and addresses of all the record holders of Registrable Securities
      shall be made available as soon as reasonably practicable, but no later than
      after five days notice, for inspection and copying on any Business Day by any
      holder of Registrable Securities and the Market Maker for proper purposes only
      (which shall include any purpose related to the rights of the holders of
      Registrable Securities under the Securities, the Indenture and this Agreement)
      at the offices of the Company at the addresses thereof set forth in
      Section 9(c) and at the office of the Trustee under the
      Indenture.

     

    (j) Counterparts.
      This
      Agreement may be executed by the parties in counterparts, each of which shall
      be
      deemed to be an original, but all such respective counterparts shall together
      constitute one and the same instrument.

     

    (k) Severability.
      If any
      provision of this Agreement, or the application thereof in any circumstance,
      is
      held to be invalid, illegal or unenforceable in any respect for any reason,
      the
      validity, legality and enforceability of such provision in every other respect
      and of the remaining provisions contained in this Agreement shall not be
      affected or impaired thereby.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    If
      the
      foregoing is in accordance with your understanding, please sign and return
      to us
      one for the Company, each of the Guarantors and the Purchaser plus one for
      each
      counsel counterparts hereof, and upon the acceptance hereof by you, on behalf
      of
      the Purchaser, this letter and such acceptance hereof shall constitute a binding
      agreement between each of the Purchaser, the Guarantors and the Company.


     

    
      	
              Very
                truly yours,

            
	 
	
              Aeroflex
                Incorporated

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President and Chief Executive Officer

            
	 	 
	
              Aeroflex
                Colorado Springs, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              Aeroflex
                High Speed Test Solutions, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              Aeroflex
                / Inmet, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name:  Leonard
                Borow

            
	 	
              Title:   
                Vice President

            
	 	 
	
              Aeroflex
                / KDI, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name:  Leonard
                Borow

            
	 	
              Title:   
                Vice President

            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    
      	
              Aeroflex
                / Metelics, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                Vice President

            
	 	 
	
              Aeroflex
                Microelectronic Solutions, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                Vice President

            
	 	 
	
              Aeroflex
                Plainview, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              Aeroflex
                / Weinschel, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                Vice President

            
	 	 
	
              Aeroflex
                Wichita, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              IFR
                Finance, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              IFR
                Systems, Inc.

            
	 	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
              MCE
                Asia, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              AIF
                Corp.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              Aeroflex
                Bloomingdale, Inc.

            
	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              Micro-Metrics,
                Inc.

            
	 	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            
	 	 
	
              Aeroflex
                Properties Corp.

            
	 	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                Secretary

            
	 	 
	
              Comar
                Products Inc.

            
	 	 
	
              By:

            	/s/
              Leonard Borow
	 	
              Name: 
                Leonard Borow

            
	 	
              Title:   
                President

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
              Aeroflex
                International Inc.

            
	 	 
	
              By:

            	/s/
              Leonard Borow
	
               

            	
              
                Name: 
                  Leonard Borow

              

            
	
               

            	
              
                Title:   
                  Secretary

              

            


    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    Draft
      of August 5, 2008

     

    Accepted
      as of the date hereof:

    


    
      	
              Goldman,
                Sachs & Co.

            
	 	 
	
              By:

            	
              /s/
                Goldman, Sachs & Co.

            
	 	
              (Goldman,
                Sachs & Co.)

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Draft
      of August 5, 2008

     

    Schedule
      I

    


    Aeroflex
      Colorado Springs, Inc.

    Aeroflex
      / Inmet, Inc.

    Aeroflex
      / KDI, Inc.

    Aeroflex
      / Metelics, Inc.

    Aeroflex
      Microelectronic Solutions, Inc.

    Aeroflex
      Plainview, Inc.

    Aeroflex
      High Speed Test Solutions, Inc.

    Aeroflex
      / Weinschel, Inc.

    Aeroflex
      Wichita, Inc.

    IFR
      Finance, Inc.

    IFR
      Systems, Inc.

    MCE
      Asia,
      Inc.

    AIF
      Corp.

    Aeroflex
      Bloomingdale, Inc.

    Micro-Metrics,
      Inc.

    Aeroflex
      Properties Corp.

    Comar
      Products Inc.

    Aeroflex
      International Inc.


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008


    Exhibit
      A

     

    AEROFLEX
      INCORPORATED

     

    INSTRUCTION
      TO DTC PARTICIPANTS

     

    (Date
      of Mailing)

     

    URGENT
      - IMMEDIATE ATTENTION REQUESTED

     

    DEADLINE
      FOR RESPONSE: [DATE] *

     

    The
      Depository Trust Company (“DTC”)
      has
      identified you as a DTC Participant through which beneficial interests in the
      Aeroflex Incorporated (the “Company”)
      11.75%
      Senior Notes due 2015 (the “Securities”)
      are
      held.

     

    The
      Company is in the process of registering the Securities under the Securities
      Act
      of 1933 for resale by the beneficial owners thereof. In order to have their
      Securities included in the registration statement, beneficial owners must
      complete and return the enclosed Notice of Registration Statement and Selling
      Securityholder Questionnaire.

     

    It
      is
      important that beneficial owners of the Securities receive a copy of the
      enclosed materials as soon as possible
      as their
      rights to have the Securities included in the registration statement depend
      upon
      their returning the Notice and Questionnaire by [Deadline
      For Response].
      Please
      forward a copy of the enclosed documents to each beneficial owner that holds
      interests in the Securities through you. If you require more copies of the
      enclosed materials or have any questions pertaining to this matter, please
      contact Aeroflex Incorporated, 35 South Service Road, P.O. Box 6022, Plainview,
      NY 11803.

     

    
      
        

      

    

    
      *
        Not
        less than 28 calendar days from date of mailing.

       

    

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    AEROFLEX
      INCORPORATED

     

    Notice
      of
      Registration Statement

    and

    Selling
      Securityholder Questionnaire

     

    (Date)

     

    Reference
      is hereby made to the Exchange and Registration Rights Agreement (the
“Exchange
      and Registration Rights Agreement”)
      between
      Aeroflex Incorporated (the “Company”)
      and the
      Purchasers named therein. Pursuant to the Exchange and Registration Rights
      Agreement, the Company has filed or will file with the United States Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form [__]
      (the
“Shelf
      Registration Statement”)
      for the
      registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of the
      Company’s 11.75% Senior Notes due 2015 (the
      “Securities”).
      A copy
      of the Exchange and Registration Rights Agreement has been filed as an exhibit
      to the Shelf Registration Statement and can be obtained from the Commission’s
      website at www.sec.gov.
      All
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      thereto in the Exchange and Registration Rights Agreement.

     

    Each
      beneficial owner of Registrable Securities (as defined below) is entitled to
      have the Registrable Securities beneficially owned by it included in the Shelf
      Registration Statement. In order to have Registrable Securities included in
      the
      Shelf Registration Statement, this Notice of Registration Statement and Selling
      Securityholder Questionnaire (“Notice
      and Questionnaire”)
      must be
      completed, executed and delivered to the Company’s counsel at the address set
      forth herein for receipt ON OR BEFORE [Deadline
      for Response].
      Beneficial owners of Registrable Securities who do not properly complete,
      execute and return this Notice and Questionnaire by such date (i) will not
      be named as selling securityholders in the Shelf Registration Statement and
      (ii) may not use the Prospectus forming a part thereof for resales of
      Registrable Securities.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Shelf Registration Statement and related Prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Shelf Registration Statement and
      related Prospectus.

     

    The
      term
“Registrable
      Securities”
      is
      defined in the Exchange and Registration Rights Agreement.


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    ELECTION

     

    The
      undersigned holder (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include in the Shelf Registration
      Statement the Registrable Securities beneficially owned by it and listed below
      in Item (3). The undersigned, by signing and returning this Notice and
      Questionnaire, agrees to be bound with respect to such Registrable Securities
      by
      the terms and conditions of this Notice and Questionnaire and the Exchange
      and
      Registration Rights Agreement, including, without limitation, Section 6 of
      the Exchange and Registration Rights Agreement, as if the undersigned Selling
      Securityholder were an original party thereto.

     

    Pursuant
      to the Exchange and Registration Rights Agreement, the undersigned has agreed
      to
      indemnify and hold harmless the Company, its officers who sign any Shelf
      Registration Statement, and each person, if any, who controls the Company within
      the meaning of either Section 15 of the Securities Act or Section 20
      of the Exchange Act of 1934, as amended (the “Exchange
      Act”),
      against certain loses arising out of an untrue statement, or the alleged untrue
      statement, of a material fact in the Shelf Registration Statement or the related
      prospectus or the omission, or alleged omission, to state a material fact
      required to be stated in such Shelf Registration Statement or the related
      prospectus, but only to the extent such untrue statement or omission, or alleged
      untrue statement or omission, was made in reliance on and in conformity with
      the
      information provided in this Notice and Questionnaire.

     

    Upon
      any
      sale of Registrable Securities pursuant to the Shelf Registration Statement,
      the
      Selling Securityholder will be required to deliver to the Company and Trustee
      the Notice of Transfer set forth in Appendix A to the Prospectus and as
      Exhibit B to the Exchange and Registration Rights Agreement.

     

    The
      Selling Securityholder hereby provides the following information to the Company
      and represents and warrants that such information is accurate and
      complete:

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    QUESTIONNAIRE

    


    
      	(1) 
               (a)	
              Full
                legal name of Selling Securityholder:

            


      	 	 


    

     

    
      	
            	(b)	
              Full
                legal name of registered Holder (if not the same as in (a) above)
                of
                Registrable Securities listed in Item (3)
                below:

            


      	 	 	 


    

     

    
      	
            	(c)	
              Full
                legal name of DTC Participant (if applicable and if not the same
                as (b)
                above) through which Registrable Securities listed in Item (3) below
                are
                held:

            


      	 	 	 


    

    


    
      
        	(2)	
                Address
                  for notices to Selling
                  Securityholder:

              


      

    

    
       

      
        

      

      
        

      

    

    
      
        

      

    

    Telephone:
      _________________________________________

    Fax:
      ______________________________________________

    Contact
      Person: _____________________________________

    E-mail
      for Contact Person: ____________________________

    


    
      	(3)	
              Beneficial
                Ownership of Securities:

            


    

     

    Except
      as set forth below in this Item (3), the undersigned does not beneficially
      own any Securities.

     

    
      	
            	(a)	
              Principal
                amount of Registrable Securities beneficially owned:
                _______________________________________

            


    

    CUSIP
      No(s). of such Registrable Securities:
      _____________________________________________________

     

    
      	
            	(b)	
              Principal
                amount of Securities other than Registrable Securities beneficially
                owned:
                ______________________________________________________

            


      	 	 	 


    

    CUSIP
      No(s). of such other Securities:
      _____________________________________________________________

     

    
      	
            	(c)	
              Principal
                amount of Registrable Securities that the undersigned wishes to be
                included in the Shelf Registration Statement:
                ________________________________________________________________

            


    

    CUSIP
      No(s). of such Registrable Securities to be included in the Shelf Registration
      Statement:
      _______________________________________________________________________

    


    
      	(4)	
              Beneficial
                Ownership of Other Securities of the
                Company:

            


    

     

    Except
      as set forth below in this Item (4), the undersigned Selling Securityholder
      is not the beneficial or registered owner of any other securities of the
      Company, other than the Securities listed above in
      Item (3).

     

    State
      any
      exceptions here:

     

      
        
 

    

    
      
        
  

    

    
      
        

      

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    
      	(5)	
              Individuals
                who exercise dispositive powers with respect to the
                Securities:

            


    

     

    If
      the Selling Securityholder is not an entity that is required to file reports
      with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a
“Reporting
      Company”),
      then the Selling Securityholder must disclose the name of the natural person(s)
      who exercise sole or shared dispositive powers with respect to the Securities.
      Selling Securityholders should disclose the beneficial holders, not nominee
      holders or other such others of record. In addition, the Commission has provided
      guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be
      used by analogy when determining the person or persons sharing voting and/or
      dispositive powers with respect to the Securities.

     

    
      	
            	(a)	
              Is
                the holder a Reporting Company?

            


    

     

    Yes   
        _____________           No     
      _____________

    


    If
      “No”, please answer Item (5)(b).

     

    
      	
            	
              (b)

            	
              List
                below the individual or individuals who exercise dispositive powers
                with
                respect to the Securities:

            


    

     

    
      
  

      

    

     

    
      
  

    Please
      note that the names of the persons listed in (b) above will be included in
      the
      Shelf Registration Statement and related Prospectus.

     

    (6) Relationships
      with the Company:

     

    Except
      as set forth below, neither the Selling Securityholder nor any of its
      affiliates, officers, directors or principal equity holders (5% or more) has
      held any position or office or has had any other material relationship with
      the
      Company (or its predecessors or affiliates) during the past three
      years.

     

    State
      any exceptions here:

     

    
      
 

    
      
 

    
      

    

     

    (7) Plan
      of
      Distribution:

     

    Except
      as set forth below, the undersigned Selling Securityholder intends to distribute
      the Registrable Securities listed above in Item (3) only as follows (if at
      all):
      Such Registrable Securities may be sold from time to time directly by the
      undersigned Selling Securityholder. Such Registrable Securities may be sold
      in
      one or more transactions at fixed prices, at prevailing market prices at the
      time of sale, at varying prices determined at the time of sale, or at negotiated
      prices. Such sales may be effected in transactions (which may involve crosses
      or
      block transactions) (i) on any national securities exchange or quotation service
      on which the Registered Securities may be listed or quoted at the time of sale,
      (ii) in the over-the-counter market, (iii) in transactions otherwise than on
      such exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options. In connection with sales of the Registrable Securities
      or otherwise, the Selling Securityholder may enter into hedging transactions
      with broker-dealers, which may in turn engage in short sales of the Registrable
      Securities in the course of hedging the positions they assume. The Selling
      Securityholder may also sell Registrable Securities short and deliver
      Registrable Securities to close out such short positions, or loan or pledge
      Registrable Securities to broker-dealers that in turn may sell such
      securities.


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    State
      any
      exceptions here:

     

    
      
  

    
      
  

    
      
 

    Note:
      In no event may such method(s) of distribution take the form of an underwritten
      offering of Registrable Securities without the prior written agreement of the
      Company.

    


    (8) Broker-Dealers:

     

    The
      Commission requires that all Selling Securityholders that are registered
      broker-dealers or affiliates of registered broker-dealers be so identified
      in
      the Shelf Registration Statement. In addition, the Commission requires that
      all
      Selling Securityholders that are registered broker-dealers be named as
      underwriters in the Shelf Registration Statement and related Prospectus, even
      if
      they did not receive the Registrable Securities as compensation for underwriting
      activities.

     

    
      	
            	(a)	
              State
                whether the undersigned Selling Securityholder is a registered
                broker-dealer:

            


    

     

    Yes     
      _____________              No     _____________

     

    
      	
            	(b)	
              If
                the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii)
                below if applicable. Your
                answers to (i) and (ii) below, and (iii) below if applicable, will
                be
                included in the Shelf Registration Statement and related
                Prospectus.

            


    

     

    
      	 	
              (i)

            	
              Were
                the Securities acquired as compensation for underwriting
                activities?

            


    

     

    Yes     
      ____________                        
      No    _____________

     

    If
      you
      answered “Yes”, please provide a brief description of the transaction(s) in
      which the Securities were acquired as compensation:

     

    
      
  

    
      
  

    
    

    
      
 

      
      

    

    
      	 	
              (ii)

            	
              Were
                the Securities acquired for investment
                purposes?

            


    

     

    Yes     
      _____________              No   
      _____________

     

    
      	 	
              (iii)

            	
              If
                you answered “No” to both (i) and (ii), please explain the Selling
                Securityholder’s reason for acquiring the
                Securities:

            


    

     

    
      
  

    
      
  

    
      
  

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    
      	
            	(c)	
              State
                whether the undersigned Selling Securityholder is an affiliate of
                a
                registered broker-dealer and, if so, list the name(s) of the broker-dealer
                affiliate(s):

            


    

     

    Yes     
      _____________          
No    
      _____________

     

    
      
  

    
      
  

    
      
  

    
      	
            	(d)	
              If
                you answered “Yes” to question (c)
                above:

            


    

     

    
      	 	
              (i)

            	
              Did
                the undersigned Selling Securityholder purchase Registrable Securities
                in
                the ordinary course of business?

            


    

     

    Yes     
      _____________              No   
      _____________

     

    If
      the
      answer is “No” to question (d)(i), provide a brief explanation of the
      circumstances in which the Selling Securityholder acquired the Registrable
      Securities:

     

    
      
  

    
      
  

    
      
  

    
      	 	
              (ii)

            	
              At
                the time of the purchase of the Registrable Securities, did the
                undersigned Selling Securityholder have any agreements, understandings
                or
                arrangements, directly or indirectly, with any person to dispose
                of or
                distribute the Registrable
                Securities?

            


    

     

    Yes     
      _____________       
No   
      _____________ 

     

    If
      the
      answer is “Yes” to question (d)(ii), provide a brief explanation of such
      agreements, understandings or arrangements:

     

    
      
   

      

    

     

    
      
 

    If
      the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be
      named as an underwriter in the Shelf Registration Statement and the related
      Prospectus.

     

    (9) Hedging
      and short sales:

     

    
      	
            	(a)	
              State
                whether the undersigned Selling Securityholder has or will enter
                into
                “hedging transactions” with respect to the Registrable
                Securities:

            


    

     

    Yes     
      _____________              
      No
      _____________

     

    If
“Yes”,
      provide below a complete description of the hedging transactions into which
      the
      undersigned Selling Securityholder has entered or will enter and the purpose
      of
      such hedging transactions, including the extent to which such hedging
      transactions remain in place:

     

    
      
  

    
      
   

      

    


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    
      	
            	(b)	
              Set
                forth below is Interpretation A.65 of the Commission’s July 1997 Manual of
                Publicly Available Interpretations regarding short
                selling:

            


    

     

    “An
      issuer filed a Form S-3 registration statement for a secondary offering of
      common stock which is not yet effective. One of the selling shareholders wanted
      to do a short sale of common stock “against the box” and cover the short sale
      with registered shares after the effective date. The issuer was advised that
      the
      short sale could not be made before the registration statement becomes
      effective, because the shares underlying the short sale are deemed to be sold
      at
      the time such sale is made. There would, therefore, be a violation of
      Section 5 if the shares were effectively sold prior to the effective
      date.”

     

    By
      returning this Notice and Questionnaire, the undersigned Selling Securityholder
      will be deemed to be aware of the foregoing interpretation.

    


    * 
* 
* 
* 
*

     

    By
      signing below, the Selling Securityholder acknowledges that it understands
      its
      obligation to comply, and agrees that it will comply, with the provisions of
      the
      Exchange Act, particularly Regulation M (or any successor rule or
      regulation).

     

    The
      Selling Securityholder hereby acknowledges its obligations under the Exchange
      and Registration Rights Agreement to indemnify and hold harmless the Company
      and
      certain other persons as set forth in the Exchange and Registration Rights
      Agreement.

     

    In
      the
      event that the Selling Securityholder transfers all or any portion of the
      Registrable Securities listed in Item (3) above after the date on which
      such information is provided to the Company, the Selling Securityholder agrees
      to notify the transferee(s) at the time of the transfer of its rights and
      obligations under this Notice and Questionnaire and the Exchange and
      Registration Rights Agreement.

     

    By
      signing below, the Selling Securityholder consents to the disclosure of the
      information contained herein in its answers to Items (1) through (9) above
      and the inclusion of such information in the Shelf Registration Statement and
      related Prospectus. The Selling Securityholder understands that such information
      will be relied upon by the Company in connection with the preparation of the
      Shelf Registration Statement and related Prospectus.

     

    In
      accordance with the Selling Securityholder’s obligation under Section 3(d)
      of the Exchange and Registration Rights Agreement to provide such information
      as
      may be required by law for inclusion in the Shelf Registration Statement, the
      Selling Securityholder agrees to promptly notify the Company of any inaccuracies
      or changes in the information provided herein which may occur subsequent to
      the
      date hereof at any time while the Shelf Registration Statement remains in effect
      and to provide such additional information that the Company may reasonably
      request regarding such Selling Securityholder and the intended method of
      distribution of Registrable Securities in order to comply with the Securities
      Act. Except as otherwise provided in the Exchange and Registration Rights
      Agreement, all notices hereunder and pursuant to the Exchange and Registration
      Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
      or air courier guaranteeing overnight delivery as follows:


    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

    
       

      Draft
        of
        August 5, 2008

       

    

    
      	
              (i)
                To the Company:

            	 
	 	
              Aeroflex
                Incorporated

            
	 	
              35
                South Service Road

            
	 	
              P.O.
                Box 6022, Plainview, NY 11803

            
	 	
              Attention:
                Chief Financial Officer

            
	
              (ii)
                With a copy to:

            	 
	 	
              Schulte
                Roth & Zabel LLP

            
	 	
              919
                Third Avenue

            
	 	
              New
                York, New York 10022

            
	 	
              Attention:
                Michael R. Littenberg, Esq.

            


    

    


    Once
      this
      Notice and Questionnaire is executed by the Selling Securityholder and received
      by the Company’s counsel, the terms of this Notice and Questionnaire, and the
      representations and warranties contained herein, shall be binding on, shall
      inure to the benefit of and shall be enforceable by the respective successors,
      heirs, personal representatives, and assigns of the Company and the Selling
      Securityholder (with respect to the Registrable Securities beneficially owned
      by
      such Selling Securityholder and listed in Item (3) above. This Notice and
      Questionnaire shall be governed in all respects by the laws of the State of
      New
      York.


    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    IN
      WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
      Notice and Questionnaire to be executed and delivered either in person or by
      its
      duly authorized agent.

     

    Dated:
      ___________________

     

    
      	 
	
              Selling
                Securityholder

            
	
              (Print/type
                full legal name of beneficial owner of Registrable
                Securities)

            


    

     

    
      	
              By:
                

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    PLEASE
      RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
      BEFORE [DEADLINE
      FOR RESPONSE]
      TO THE
      COMPANY’S COUNSEL AT:

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Attention:
      Michael R. Littenberg, Esq.


    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    Draft
      of
      August 5, 2008



    Exhibit
      B

     

    NOTICE
      OF
      TRANSFER PURSUANT TO REGISTRATION STATEMENT

     

    The
      Bank of New York Mellon

    Aeroflex
      Incorporated

    c/o
      The
      Bank of New York Mellon

    [Address
      of Trustee]

     

    Attention:
      Trust Officer

     

    Re: Aeroflex
      Incorporated (the “Company”)
      11.75%
      Senior Notes due 2015 

     

    Dear
      Sirs:

     

    Please
      be
      advised that ___________________ has
      transferred $ ___________________ aggregate
      principal amount of the above-referenced Notes pursuant to an effective
      Registration Statement on Form [____]
      (File
      No. 333-________)
      iled by
      the Company.

     

    We
      hereby
      certify that the prospectus delivery requirements, if any, of the Securities
      Act
      of 1933, as amended, have been satisfied and that the above-named beneficial
      owner of the Notes is named as a “Selling Holder” in the Prospectus dated
[date]
      or in
      supplements thereto, and that the aggregate principal amount of the Notes
      transferred are the Notes listed in such Prospectus opposite such owner’s
      name.

     

    Dated:

     

    
      	
              Very
                truly yours,

            
	 	 
	 	
              (Name)

            
	
              By:

            	 
	 	
              (Authorized
                Signature)

            


    


    Endnotes-1