Aeroflex Holding Corp. Watch

from 8-K 145 pages Amendment No. 2, Dated as of May 29, 2013 (This “Amendment”), to the Credit and Guaranty Agreement Dated as of May 9, 2011, as Amended May 24, 2012 Pursuant to Amendment No. 1 (“Amendment No.1”), Among Aeroflex Incorporated, a Delaware Corporation (The “Borrower”), Aeroflex Holding Corp., a Delaware Corporation (“Holdings”), Certain Subsidiaries of the Borrower as Guarantors (The “Guarantors”), the Several Banks and Other Financial Institutions or Entities From Time to Time Parties to the Credit Agreement (The “Lenders”), Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent, and the Other Parties Thereto (As Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, the Borrower Desires to Amend the Credit Agreement on the Terms Set Forth Herein; Whereas, Section 10.5(a) of the Credit Agreement Provides That the Credit Parties and the Requisite Lenders May Amend the Credit Agreement and the Other Credit Documents for Certain Purposes; Whereas, the Borrower Has Requested New Revolving Commitments in the Amount of $57,125,000 Which Would Replace the Existing Revolving Commitments Under the Credit Agreement and New Tranche B-1 Term Loans to Refinance Tranche B Term Loans; Whereas, Each Lender With Tranche B Term Loans That Has Executed This Amendment Has Agreed to Have Its Outstanding Tranche B Term Loans Converted to Tranche B-1 Term Loans on the Amendment No. 2 Effective Date;

from 8-K 10 pages Amendment No. 1 to Credit and Guaranty Agreement

from 10-Q 138 pages Credit and Guaranty Agreement Dated as of May 9, 2011 Among Aeroflex Incorporated, as Borrower, Aeroflex Holding Corp., as a Guarantor, Certain Subsidiaries of Aeroflex Incorporated, Collectively, as Guarantors, Various Lenders and Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent Goldman Sachs Lending Partners LLC, as Syndication Agent J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as Joint Lead Arrangers J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., as Joint Bookrunners Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Stifel, Nicolaus & Company Incorporated, as Co-Documentation Agents $800,000,000 Senior Secured Credit Facilities

from S-1/A 14 pages First Amendment to Senior Subordinated Unsecured Credit and Guaranty Agreement

from S-1/A 26 pages First Amendment to Credit and Guaranty Agreement