Exhibit 10.1


 

EXECUTION VERSION


 



 








 


CURTISS-WRIGHT CORPORATION




CURTISS-WRIGHT CONTROLS, INC.




METAL IMPROVEMENT COMPANY, LLC




CURTISS-WRIGHT FLOW CONTROL CORPORATION




CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION




CURTISS-WRIGHT SURFACE TECHNOLOGIES,
LLC


 


$500,000,000


 


3.70% Series F Senior Guaranteed Notes due
February 26, 2023




3.85% Series G Senior Guaranteed Notes due
February 26, 2025




4.05% Series H Senior Guaranteed Notes due
February 26, 2028




4.11% Series I Senior Guaranteed Notes due
September 26, 2028




 


 






 


NOTE PURCHASE AGREEMENT


 


 








 


Dated as of February 26, 2013


 


 







    	 



    	




    


Table
of Contents


 






	 	 	 	 	Page
	 	 	 	 	 
	1.	AUTHORIZATION OF NOTES; guaranty agreement 	 	1
	 	1.1.	Authorization of Issue of Notes	 	1
	 	1.2.	Guaranty Agreement	 	2
	2.	SALE AND PURCHASE OF NOTES	 	2
	3.	CLOSINGS	 	2
	 	3.1.	Series F/G/H Closing	 	2
	 	3.2.	Series I Closing	 	3
	4.	CONDITIONS TO CLOSINGS	 	3
	 	4.1.	Representations and Warranties	 	3
	 	4.2.	Performance; No Default; No Change in Control	 	3
	 	4.3.	Compliance Certificates	 	3
	 	4.4.	Opinions of Counsel	 	4
	 	4.5.	Purchase Permitted By Applicable Law, etc	 	4
	 	4.6.	Sale of Other Notes	 	5
	 	4.7.	Payment of Special Counsel Fees	 	5
	 	4.8.	Private Placement Number	 	5
	 	4.9.	Changes in Corporate Structure	 	5
	 	4.10.	Subsidiary Guarantee	 	5
	 	4.11.	Side Letter	 	5
	 	4.12.	Funding Instructions	 	5
	 	4.13.	Offeree Letters	 	6
	 	4.14.	Proceedings and Documents	 	6
	5.	REPRESENTATIONS AND WARRANTIES OF THE ISSUERS	 	6
	 	5.1.	Organization; Power and Authority	 	6
	 	5.2.	Authorization, etc	 	6
	 	5.3.	Disclosure	 	7
	 	5.4.	Organization and Ownership of Shares of Subsidiaries	 	7
	 	5.5.	Financial Statements	 	8
	 	5.6.	Compliance with Laws, Other Instruments, etc	 	8
	 	5.7.	Governmental Authorizations, etc	 	8
	 	5.8.	Litigation; Observance of Statutes and Orders	 	9
	 	5.9.	Taxes	 	9
	 	5.10.	Title to Property; Leases	 	9
	 	5.11.	Licenses, Permits, etc	 	10
	 	5.12.	Compliance with ERISA	 	10
	 	5.13.	Private Offering by the Issuers	 	11
	 	5.14.	Use of Proceeds; Margin Regulations	 	11
	 	5.15.	Existing Debt	 	12
	 	5.16.	Foreign Assets Control Regulations, etc	 	12
	 	5.17.	Status under Certain Statutes	 	14






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Table
of Contents


(continued)


 



	 	 	 	 	Page
	 	 	 	 	 
	 	5.18.	Pari Passu Ranking	 	14
	6.	REPRESENTATIONS OF THE PURCHASERS	 	14
	 	6.1.	Purchase for Investment	 	14
	 	6.2.	Source of Funds	 	15
	7.	INFORMATION AS TO COMPANY	 	17
	 	7.1.	Financial and Business Information	 	17
	 	7.2.	Officer’s Certificate	 	19
	 	7.3.	Inspection	 	19
	8.	PREPAYMENT OF THE NOTES	 	20
	 	8.1.	Required Prepayments	 	20
	 	8.2.	Optional Prepayments with Make-Whole Amount	 	20
	 	8.3.	Prepayment of Notes Upon Change in Control	 	20
	 	8.4.	Offer to Prepay upon the Sale of Certain Assets	 	22
	 	8.5.	Allocation of Partial Prepayments	 	23
	 	8.6.	Maturity; Surrender, etc	 	23
	 	8.7.	Purchase of Notes	 	23
	 	8.8.	Make-Whole Amount	 	24
	9.	AFFIRMATIVE COVENANTS	 	25
	 	9.1.	Compliance with Law	 	25
	 	9.2.	Insurance	 	25
	 	9.3.	Maintenance of Properties	 	26
	 	9.4.	Payment of Taxes	 	26
	 	9.5.	Corporate Existence, etc	 	26
	 	9.6.	Additional Subsidiary Guarantors	 	26
	10.	NEGATIVE COVENANTS	 	27
	 	10.1.	Transactions with Affiliates	 	27
	 	10.2.	Mergers and Consolidations	 	27
	 	10.3.	Sale of Assets	 	28
	 	10.4.	Limitation on Consolidated Debt	 	29
	 	10.5.	Limitation on Priority Debt	 	29
	 	10.6.	Minimum Consolidated Net Worth	 	29
	 	10.7.	Limitation on Liens	 	29
	 	10.8.	Nature of Business	 	31
	 	10.9.	Material Subsidiaries	 	31
	 	10.10.	Terrorism Sanctions Regulations	 	32
	11.	EVENTS OF DEFAULT	 	32
	12.	REMEDIES ON DEFAULT, ETC	 	34






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Table
of Contents

(continued)


 



	 	 	 	 	Page
	 	 	 	 	 
	 	12.1.	Acceleration	 	34
	 	12.2.	Other Remedies	 	35
	 	12.3.	Rescission	 	35
	 	12.4.	No Waivers or Election of Remedies, Expenses, etc	 	35
	13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	36
	 	13.1.	Registration of Notes	 	36
	 	13.2.	Transfer and Exchange of Notes	 	36
	 	13.3.	Replacement of Notes	 	37
	14.	PAYMENTS ON NOTES 	 	37
	 	14.1.	Place of Payment	 	37
	 	14.2.	Home Office Payment	 	37
	 	14.3.	Status of Purchasers	 	38
	15.	EXPENSES, ETC 	 	39
	 	15.1.	Transaction Expenses	 	39
	 	15.2.	Survival	 	40
	16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	40
	17.	AMENDMENT AND WAIVER 	 	40
	 	17.1.	Requirements	 	40
	 	17.2.	Solicitation of Holders of Notes	 	40
	 	17.3.	Binding Effect, etc	 	41
	 	17.4.	Notes held by the Issuers, etc	 	42
	18.	NOTICES	 	42
	19.	REPRODUCTION OF DOCUMENTS	 	42
	20.	CONFIDENTIAL INFORMATION	 	43
	21.	SUBSTITUTION OF PURCHASER	 	44
	22.	MISCELLANEOUS	 	44
	 	22.1.	Successors and Assigns	 	44
	 	22.2.	Payments Due on Non-Business Days	 	44
	 	22.3.	Severability	 	45
	 	22.4.	Accounting Terms	 	45
	 	22.5.	Construction	 	46
	 	22.6.	Counterparts	 	46
	 	22.7.	Governing Law	 	46



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SCHEDULES AND EXHIBITS


 


	SCHEDULE A	--	Information Relating to Purchasers
	SCHEDULE B	--	Defined Terms
	SCHEDULE 1.2	--	Subsidiary Guarantors
	SCHEDULE 3	--	Payment Instructions at Each Closing
	SCHEDULE 4.9	--	Changes in Corporate Structure
	SCHEDULE 5.3	--	Disclosure Materials
	SCHEDULE 5.4	--	Subsidiaries of the Company; Ownership of Subsidiary Stock
	SCHEDULE 5.5	--	Financial Statements
	SCHEDULE 5.8	--	Certain Litigation
	SCHEDULE 5.10	--	Title to Property
	SCHEDULE 5.11	--	Licenses, Permits, Etc.
	SCHEDULE 5.12	--	ERISA Affiliates, Employee Benefit Plans
	SCHEDULE 5.15	--	Existing Debt
	 	 	 
	EXHIBIT 1.1(a)	--	Form of 3.70% Series F Senior Guaranteed Note due February 26, 2023
	EXHIBIT 1.1(b)	--	Form of 3.85% Series G Senior Guaranteed Note due February 26, 2025
	EXHIBIT 1.1(c)	--	Form of 4.05% Series H Senior Guaranteed Note due February 26, 2028
	EXHIBIT 1.1(d)	--	Form of 4.11% Series I Senior Guaranteed Note due September 26, 2028
	EXHIBIT 1.2	--	Form of Subsidiary Guarantee
	EXHIBIT 4.4(a)(1)	--	Form of Opinion of Associate General Counsel to the Issuers and the Subsidiary Guarantors
	EXHIBIT 4.4(a)(2)	--	Form of Opinion of Associate General Counsel to the Issuers and the Subsidiary Guarantors
	EXHIBIT 4.4(b)	--	Form of Opinion of Special Counsel for the Purchasers
	EXHIBIT 4.11	--	Form of Side Letter



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CURTISS-WRIGHT CORPORATION




CURTISS-WRIGHT CONTROLS, INC.




METAL IMPROVEMENT COMPANY, LLC




CURTISS-WRIGHT FLOW CONTROL CORPORATION




CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION




CURTISS-WRIGHT SURFACE TECHNOLOGIES,
LLC




 


10 Waterview Boulevard, 2nd Floor




Parsippany, New Jersey 07054


 


3.70% Series F Senior Guaranteed Notes
due February 26, 2023




3.85% Series G Senior Guaranteed Notes
due February 26, 2025




4.05% Series H Senior Guaranteed Notes
due February 26, 2028




4.11% Series I Senior Guaranteed Notes
due September 26, 2028


 


February 26, 2013


 


To Each Of The Purchasers Listed In




The Attached Schedule A (the “Purchasers”):


 


Ladies and Gentlemen:


 


CURTISS-WRIGHT CORPORATION,
a Delaware corporation (together with its successors and assigns, the “Company”), CURTISS-WRIGHT CONTROLS,
INC., a Delaware corporation (together with its successors and assigns, “C-W Controls”), METAL IMPROVEMENT
COMPANY, LLC, a Delaware limited liability company (together with its successors and assigns, “Metal”),
CURTISS-WRIGHT FLOW CONTROL CORPORATION, a New York corporation (together with its successors and assigns, “C-W
Flow”), CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION, a Delaware corporation (together with its successors
and assigns, “C-W Flow Control Service”) and CURTISS-WRIGHT SURFACE TECHNOLOGIES, LLC, a Delaware limited
liability company (“C-W Surface” and together with the Company, C-W Controls, Metal, C-W Flow and C-W Flow Control
Service, individually, an “Issuer” and collectively, the “Issuers”), hereby jointly and severally
agree with the Purchasers as follows:


 


		1.	AUTHORIZATION OF NOTES; guaranty agreement.



 


1.1.        Authorization
of Issue of Notes. The Issuers will authorize the joint and several issuance and sale of (a) $225,000,000 aggregate principal
amount of their joint and several 3.70% Series F Senior Guaranteed Notes due February 26, 2023 (including any amendments, restatements
or modifications from time to time, the “Series F Notes”), (b) $100,000,000 aggregate principal amount of their
joint and several 3.85% Series G Senior Guaranteed Notes due February 26, 2025 (including any amendments, restatements or modifications
from time to time, the “Series G Notes”), (c) $75,000,000 aggregate principal amount of their joint and several
4.05% Series H Senior Guaranteed Notes due February 26, 2028 (including any





    	 



    	




    


 amendments, restatements or modifications from time
to time, the “Series H Notes”) and (d) $100,000,000 aggregate principal amount of their joint and several 4.11%
Series I Senior Guaranteed Notes due September 26, 2028 (including any amendments,
restatements or modifications from time to time, the “Series I Notes”, and together with the Series F Notes,
the Series G Notes and the Series H Notes, collectively, the “Notes”, such term to include any such notes issued
in substitution therefor pursuant to Section 13 of this Agreement). The Series F Notes, the Series G Notes, the Series H Notes
and the Series I Notes shall be substantially in the form set out in Exhibit 1.1(a), Exhibit 1.1(b), Exhibit
1.1(c) and Exhibit 1.1(d), respectively, with such changes thereto, if any, as may be approved by the Purchasers and
the Issuers. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule”
or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.


 


1.2.        Guaranty
Agreement. The payment of the principal of, interest on, and Make-Whole Amounts, if any, with respect to the Notes and other
obligations of the Issuers under this Agreement shall be guaranteed by certain Subsidiaries, as listed on Schedule 1.2,
pursuant to a guaranty agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary
Guarantee”) substantially in the form of Exhibit 1.2 hereto.


 


		2.	SALE AND PURCHASE OF NOTES.



 


Subject to the terms
and conditions of this Agreement, the Issuers will issue and sell to each Purchaser and each Purchaser will purchase from the Issuers,
at the Closings provided for in Section 3, Notes in the principal amount and in the Series specified opposite such Purchaser’s
name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder
are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance
by any other Purchaser hereunder.


 


		3.	CLOSINGS.



 


3.1.        Series F/G/H
Closing. The sale and purchase of the Series F Notes, the Series G Notes and the Series H Notes to be purchased by each of
the Purchasers thereof shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, NY 10022, at 10:00 a.m.,
local time, at a closing (the “Series F/G/H Closing”) on February 26, 2013. At the Series F/G/H Closing,
the Issuers will deliver to each Purchaser the Series F Notes, the Series G Notes and the Series H Notes, as applicable, to be
purchased by such Purchaser in the form of a single Note of each Series (or such greater number of Notes of each such Series in
denominations of at least $250,000 as such Purchaser may request) dated the date of the Series F/G/H Closing and registered in
such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuers or their order of
immediately available funds in the amount of the purchase price therefor as directed by the Issuers in Schedule 3. If at
the Series F/G/H Closing the Issuers shall fail to tender such Series F Notes, Series G Notes or Series H Notes, as applicable,
to any Purchaser as provided above in this Section 3.1, or any of the conditions specified in Section 4 shall not have been fulfilled
to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this
Agreement,





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without
thereby waiving any rights each such Purchaser may have by reason of such failure or such nonfulfillment.


 


3.2.        Series I
Closing. The sale and purchase of the Series I Notes to be purchased by each of the Purchasers thereof shall occur at the offices
of Bingham McCutchen LLP, 399 Park Avenue, New York, NY 10022, at 10:00 a.m., local time, at a closing (the “Series I
Closing”, and together with the Series F/G/H Closing, each a “Closing”) on September 26, 2013 or
on such other Business Day prior thereto but after the date hereof as may be specified by the Company in a written notice delivered
to the Purchasers of the Series I Notes not less than seven days prior to such date. At the Series I Closing, the Issuers will
deliver to each purchaser the Series I Notes to be purchased by such Purchaser in the form of a single Series I Note (or such greater
number of Series I Notes in denominations of at least $250,000 as such Purchaser may request) dated the date of the Series I Closing
and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuers
or their order of immediately available funds in the amount of the purchase price therefor as directed by the Issuers in Schedule
3. If at the Series I Closing the Issuers shall fail to tender such Series I Notes to any Purchaser thereof as provided above
in this Section 3.2, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction,
such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any
rights such Purchaser may have by reason of such failure or such nonfulfillment.


 


		4.	CONDITIONS TO CLOSINGS.



 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to it at each Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to or at such Closing, of the following conditions:


 


4.1.        Representations
and Warranties.


 


The representations
and warranties of the Issuers in this Agreement and of the Obligors in the other Financing Documents shall be correct when made
and at the time of such Closing.


 


4.2.        Performance;
No Default; No Change in Control.


 


Each Issuer shall have
performed and complied with all agreements and conditions contained in this Agreement, and the Obligors shall have performed and
complied with all agreements and conditions contained in the other Financing Documents, in each case as required to be performed
or complied with by it or such Obligor, as the case may be, prior to or at such Closing and immediately after giving effect to
the issue and sale of the Notes to be sold at such Closing (and the application of the proceeds thereof as contemplated by Section
5.14) no Default or Event of Default shall have occurred and be continuing. From the date of this Agreement until such Closing,
no Change in Control shall have occurred.


 


4.3.        Compliance
Certificates.


 


(a)        Issuers’
Officer’s Certificates. Each of the Issuers shall have delivered to such Purchaser an Officer’s Certificate, dated
the date of such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.





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(b)        Subsidiary
Guarantors’ Officer’s Certificates. Each of the Subsidiary Guarantors shall have delivered to such Purchaser an
Officer’s Certificate, dated the date of such Closing, certifying that (i) the representations and warranties contained in
the Subsidiary Guarantee are true on and as of such Closing with the same effect as if made on that date and (ii) that such Subsidiary
Guarantor has performed and complied with all agreements and conditions contained in the Subsidiary Guarantee required to be performed
or complied with by such Subsidiary Guarantor prior to or at such Closing.


 


(c)       Issuers’
Secretary’s Certificates. Each of the Issuers shall have delivered to such Purchaser a certificate, dated the date of
such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization,
execution and delivery of the Notes and this Agreement.


 


(d)        Subsidiary
Guarantors’ Secretary’s Certificates. Each of the Subsidiary Guarantors shall have delivered to such Purchaser
a certificate, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of the Subsidiary Guarantee by such Subsidiary Guarantor.


 


		4.4.	Opinions of Counsel.



 


Such Purchaser shall
have received opinions in form and substance satisfactory to it, dated the date of such Closing (a) from one or more Associate
General Counsel for the Issuers and Subsidiary Guarantors substantially in the forms set forth in Exhibit 4.4(a)(1) and
Exhibit 4.4(a)(2) and covering such other matters incident to such transactions as the Purchasers or their counsel may reasonably
request (and the Issuers hereby instruct such counsel to deliver such opinions to each Purchaser) and (b) from Bingham McCutchen
LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit
4.4(b) and covering such other matters incident to such transactions as the Purchasers may reasonably request.


 


		4.5.	Purchase Permitted By Applicable Law, etc.



 


On the date of such
Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which
it is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments
by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law
or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and
(c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law
or regulation was not in effect on the date hereof. If so requested, such Purchaser shall have received Officer’s Certificates
from each Issuer and each Subsidiary Guarantor certifying as to such matters of fact as it may reasonably specify to enable such
Purchaser to determine whether such purchase is so permitted.





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		4.6.	Sale of Other Notes.



 


Contemporaneously with
such Closing, the Issuers shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased
by it at such Closing as specified in Schedule A.


 


		4.7.	Payment of Special Counsel Fees.



 


Without limiting the
provisions of Section 15.1, the Issuers shall have paid on or before such Closing the reasonable fees, charges and disbursements
of the Purchasers’ special counsel referred to in Section 4.4(c) to the extent reflected in a statement of such counsel rendered
to the Issuers at least one Business Day prior to such Closing.


 


		4.8.	Private Placement Number.



 


A Private Placement
Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners (the “NAIC”)) shall have been obtained for each Series of Notes.


 


		4.9.	Changes in Corporate Structure.



 


Except as specified
in Schedule 4.9, no Obligor shall have changed its jurisdiction of incorporation or organization or been a party to any
merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at
any time following the date of the most recent financial statements referred to in Schedule 5.5.


 


		4.10.	Subsidiary Guarantee.



 


Each Subsidiary Guarantor
shall have duly executed and delivered to the Purchasers the Subsidiary Guarantee and such Subsidiary Guarantee shall be in full
force and effect.


 


		4.11.	Side Letter.



 


Each of the Issuers
and each of the Purchasers shall have duly executed and delivered a side letter substantially in the form of Exhibit 4.11 hereto
(as amended, restated or otherwise modified from time to time, the “Side Letter”), and the Side Letter shall
be in full force and effect.


 


		4.12.	Funding Instructions.



 


At least three Business
Days prior to the date of such Closing, such Purchaser shall have received written instructions signed by a Responsible Officer
on letterhead of the Company confirming the information specified in Schedule 3 including (a) the name and address of the
transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price
for the Notes is to be deposited.





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		4.13.	Offeree Letters.



 


Each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC shall have delivered to each Issuer, their counsel, each
of the Purchasers and the Purchasers’ special counsel an offeree letter, each in form and substance satisfactory to each
Purchaser and the Issuers, confirming the manner of the offering of the Notes by Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Wells Fargo Securities, LLC (or confirmation that it did not participate in the marketing of the Notes).


 


		4.14.	Proceedings and Documents.



 


All corporate and other
proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such
transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall
have received all such counterpart originals or certified or other copies of such documents as such Purchaser or its counsel may
reasonably request.


 


		5.	REPRESENTATIONS AND WARRANTIES OF THE ISSUERS



 


Each of the Issuers
jointly and severally represents and warrants to each Purchaser that:


 


		5.1.	Organization; Power and Authority.



 


The Company is a corporation
duly organized, validly existing and in good standing under the laws of Delaware, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver
the Financing Documents to which it is a party and to perform the provisions hereof and thereof.


 


		5.2.	Authorization, etc.



 


(a)        This
Agreement and the Notes have been duly authorized by all necessary corporate or limited liability company, as applicable, action
on the part of each Issuer, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of each Issuer enforceable against such Issuer in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


(b)        The
Subsidiary Guarantee has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor, and the
Subsidiary Guarantee constitutes a legal, valid and binding obligation of each Subsidiary





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Guarantor
enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 


		5.3.	Disclosure.



 


The Company, through
its agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, has delivered to each Purchaser
a copy of a Private Placement Memorandum, dated January 2013 (the “Memorandum”), relating to the transactions
contemplated hereby. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or
other writings identified in Schedule 5.3 and the financial statements listed in Schedule 5.5, taken as a whole,
do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not misleading; provided that, with respect to management projections
or guidance or forward looking statements, the Issuers represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time, it being recognized by the Purchasers that such financial information as it
relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a material amount. Except as disclosed in the Memorandum
or as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein,
or in the financial statements listed in Schedule 5.5, since December 31, 2011, there has been no change in the financial
condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in
the aggregate would not reasonably be expected to have a Material Adverse Effect.


 


		5.4.	Organization and Ownership of Shares of Subsidiaries.



 


(a)        Schedule
5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary,
the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock
or similar equity interests outstanding owned by the Company and each other Subsidiary.


 


(b)        All
of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being
owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company
or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).


 


(c)        Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization or formation, and is duly qualified as a foreign corporation or other
legal entity and is in good standing in each jurisdiction in which





    	7



    	




    


such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, and to execute
and deliver the Financing Documents to which it is a party, and to perform the provisions hereof and thereof.


 


(d)        No Subsidiary
is a party or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed on
Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to
pay dividends out of profits or make any other similar distributions of profits to any Obligor or any of such Obligor’s Subsidiaries
that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.


 


		5.5.	Financial Statements.



 


The Company has delivered
to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of
said financial statements (including in each case the related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance
with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments and the absence of footnotes).


 


		5.6.	Compliance with Laws, Other Instruments, etc.



 


The execution, delivery
and performance by each of the Issuers and each Subsidiary Guarantor, as the case may be, of this Agreement, the Notes and the
Subsidiary Guarantee will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation
of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase
or credit agreement, lease, corporate charter or by-laws, operating agreement or any other Material agreement or instrument to
which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may
be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment,
decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate
any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.


 


		5.7.	Governmental Authorizations, etc.



 


No consent, approval
or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance






    	8



    	




    


by
(a) the Issuers of this Agreement or the Notes and (b) each Subsidiary Guarantor of the Subsidiary Guarantee, except that the
Issuers may, at their option, file a notice on Form D with the Securities and Exchange Commission.


 


		5.8.	Litigation; Observance of Statutes and Orders.



 


(a)        Except
as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened
against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any
arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, if adversely determined,
would reasonably be expected to have a Material Adverse Effect.


 


(b)        Neither
the Company nor any Subsidiary is in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws
and any of the laws and regulations referred to in Section 5.16) of any Governmental Authority, which default or violation, individually
or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


		5.9.	Taxes.



 


The Issuers and their
Subsidiaries have filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes
shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments
have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which
is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested
in good faith by appropriate proceedings and with respect to which the affected Issuer or Subsidiary, as the case may be, has established
adequate reserves in accordance with GAAP. The Federal income tax liabilities of the Issuers and their Subsidiaries which have
filed a Federal income tax return or were included in a consolidated Federal income tax return have been determined by the Internal
Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 2007.


 


		5.10.	Title to Property; Leases.



 


Except as disclosed
on Schedule 5.10, each of the Issuers and their Subsidiaries have good and sufficient title to their respective Material
properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported
to have been acquired by any of the Issuers or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary
course of business), in each case free and clear of Liens prohibited by this Agreement. All Material leases are valid and subsisting
and are in full force and effect in all material respects.






    	9



    	




    



		5.11.	Licenses, Permits, etc.




 


Except as disclosed
in Schedule 5.11, each of the Issuers and their Subsidiaries own or possess all licenses, permits, franchises, authorizations,
patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, and, to the knowledge of
the Issuers, none of such licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade
names, or rights with respect thereto conflict with the rights of others, except for those conflicts that, individually or in the
aggregate, would not have a Material Adverse Effect.


 


		5.12.	Compliance with ERISA.



 


(a)        Each
Issuer and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.
None of the Issuers nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or
condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by any of
the Issuers or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any of the Issuers
or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section
430 or section 436 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in
the aggregate Material.


 


(b)        The
present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the
end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes
in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities by more than $80,000,000 in the aggregate for all such Plans. The term “benefit
liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and
“present value” have the meaning specified in section 3 of ERISA.


 


(c)        None
of the Issuers or their ERISA Affiliates has incurred withdrawal liabilities (and none is subject to contingent withdrawal liabilities)
under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.


 


(d)        The
expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year
in accordance with Financial Accounting Standards Board Accounting Standards Codification 715-60, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.






    	10



    	




    



(e)        The
execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Issuers in the first sentence of this Section 5.12(e) is made in reliance upon and subject
to the accuracy of the Purchasers’ representation in Section 6.2 as to the sources of the funds to be used to pay the purchase
price of the Notes to be purchased by such Purchaser.


 


(f)        Schedule
5.12 sets forth all ERISA Affiliates and all “employee benefit plans” maintained by the Issuers (or any “affiliate”
thereof) or in respect of which the Notes could constitute an “employer security” (“employee benefit plan”
has the meaning specified in section 3 of ERISA, “affiliate” has the meaning specified in section 407(d) of
ERISA and section V of the Department of Labor Prohibited Transaction Exemption 95-60 (60 FR 35925, August 12, 1995) and “employer
security” has the meaning specified in section 407(d) of ERISA).


 


		5.13.	Private Offering by the Issuers.



 


None of the Issuers
nor anyone acting on behalf of any of them has offered the Notes or any similar securities for sale to, or solicited any offer
to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers
and not more than 70 other Institutional Investors (as defined in clause (c) of the definition of such term), each of which has
been offered the Notes at a private sale for investment. None of the Issuers nor anyone acting on behalf of any of them has taken,
or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of
the Securities Act. The representations and warranties of the Issuers in the second sentence of this Section 5.13 are made in reliance
upon and subject to the accuracy and completeness of the Purchasers’ representations and warranties set forth in Section
6.1 hereof.


 


		5.14.	Use of Proceeds; Margin Regulations.



 


The Issuers will apply
the proceeds of the sale of the Notes for general corporate purposes of the Issuers and their Subsidiaries, including repaying
existing indebtedness of the Issuers and their Subsidiaries. No part of the proceeds from the sale of the Notes hereunder will
be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities
under such circumstances as to involve any Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value
of the consolidated assets of the Issuers and their Subsidiaries and the Issuers do not have any present intention that margin
stock will constitute more than 1% of the value of such assets. As used in this Section, the terms “margin stock” and
“purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.






    	11



    	




    



		5.15.	Existing Debt.



 


Except as described
therein, Schedule 5.15 sets forth a complete and correct list of each issue of Debt of the Issuers and their Subsidiaries
the outstanding principal amount of which exceeds $1,000,000 as of December 31, 2012, since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or maturities of such Debt of the Issuers or their Subsidiaries.
The aggregate amount of all outstanding Debt of the Issuers and their Subsidiaries not set forth in Schedule 5.15 does not
exceed $10,000,000. None of the Issuers nor any Subsidiary is in default and no waiver of default is currently in effect, in the
payment of any principal or interest on any Debt of such Issuer or such Subsidiary and no event or condition exists with respect
to any Debt of any such Issuer or such Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit
(or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable
before its stated maturity or before its regularly scheduled dates of payment.


 


		5.16.	Foreign Assets Control Regulations, etc.



 


(a)        Neither
the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked
Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”)
(an “OFAC Listed Person”), (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned
by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization,
foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under
or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with
the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment
Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability
and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States
or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”)
(each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause
(ii) or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that
its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities
in Iran or any other country that is subject to U.S. Economic Sanctions.


 


(b)        No part
of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person
or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (i) in connection with any investment
in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions.






    	12



    	




    



(c)        Neither
the Company nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug
trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions
Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation
governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations,
(ii) to the Company’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for
possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties
under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an
action under any Anti-Money Laundering Laws. The Company has established procedures and controls which it reasonably believes are
adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue
to be in compliance with all applicable current and future Anti-Money Laundering Laws and U.S. Economic Sanctions.


 


(d)        (1)        Neither
the Company nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity
under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S.
Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to
the Company’s actual knowledge after making due inquiry, is under investigation by any U.S. or non-U.S. Governmental Authority
for possible violation of Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws
or (iv) has been or is the target of sanctions imposed by the United Nations or the European Union;


 


(2)        To
the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity has, within the last
five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything
of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure
to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental
Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental
Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision
of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage;
and


 


(3)        No
part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including
bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper
advantage. The Company has established procedures and controls which it reasonably believes are adequate (and






    	13



    	




    



otherwise comply
with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with
all applicable current and future Anti-Corruption Laws.


 


		5.17.	Status under Certain Statutes.



 


No Issuer or any Subsidiary
is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005,
the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.


 


		5.18.	Pari Passu Ranking.



 


The Obligors’
obligations under the Financing Documents to which they are a party will, upon issuance of the Notes, rank at least pari passu,
without preference or priority, with all of their respective other outstanding unsecured and unsubordinated obligations, except
for those obligations that are mandatorily afforded priority by operation of law.


 


		6.	REPRESENTATIONS OF THE PURCHASERS.



 


		6.1.	Purchase for Investment.



 


Each Purchaser represents
that it (a) is an “accredited investor” as defined in Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities
Act acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also
“accredited investors”); (b) has received and reviewed the Memorandum and the Exhibits thereto; (c) has relied upon
the Memorandum and the representations and warranties of the Issuers set forth herein in making a decision to purchase the Notes
and has a full understanding and appreciation of the risks inherent in such an investment, (d) together with its attorneys, accountants
and other representatives and advisers, if any (i) has been given an opportunity to ask, and has to the extent such Purchaser considered
necessary, asked questions of, and has received answers from, officers of the Issuers concerning the terms and conditions of the
offering and sale of Notes and the affairs of the Issuers and their proposed activities and (ii) has been given or afforded access
to all documents, records, books and additional information which such Purchaser has requested regarding such matters (provided
that it is understood that no information obtained by any Purchaser in any manner indicated in this clause (d) in any way limits
the scope and substance of the representations and warranties made by the Issuers set forth in this Agreement upon which each Purchaser
may rely in full regardless of any such information) and (e) is purchasing the Notes for its own account or for one or more separate
accounts maintained by such Purchaser or for the account of one or more pension or trust funds over which such Purchaser has investment
discretion and not with a view to the distribution thereof (except for any transfer of the Notes effected pursuant to an applicable
exemption from the registration requirements of the Securities Act), provided that the disposition of it or its property
shall at all times be within its or their control. Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration
is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the
Issuers are not required to register the Notes.






    	14



    	




    



		6.2.	Source of Funds.



 


Each Purchaser represents
that at least one of the following statements is an accurate representation as to each source of funds (a “Source”)
to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:


 


(a)        the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same
employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed
10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set
forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or


 


(b)        the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or


 


(c)        the
Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 


(d)        the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent
more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause
the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the






    	15



    	




    



identity
of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part
VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such
investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or


 


(e)        the
Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of part IV(a) of the INHAM exemption),
the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Part IV(d) of the INHAM Exemption) owns a 10% or more interest
in any of the Issuers (as determined under Part IV(d) of the INHAM exemption, as amended effective April 1, 2011)]and (i) the identity
of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to such
Issuer in writing pursuant to this paragraph (e); or


 


(f)         the
Source is a governmental plan; or


 


(g)        the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Issuers in writing pursuant to this paragraph (g); or


 


(h)        the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


If any Purchaser or
any subsequent transferee of the Notes notifies any of the Issuers in writing that such Purchaser or such transferee is relying
on any representation contained in paragraphs (c), (d), (e), or (g) above, such Issuer shall deliver on the date of the applicable
Closing and on the date of any applicable transfer, a certificate, which shall either state that (i) it is neither a “party
in interest” (as defined in Title I, section 3(14) of ERISA) nor a “disqualified person” (as defined in section
4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (c), (e) or (g) above, or (ii) with respect
to any plan identified pursuant to paragraph (d) above, neither it nor any “affiliate” (as defined in section V(c)
of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate
said QPAM as manager of any plan identified in writing pursuant to paragraph (d) above or to negotiate the terms of said QPAM’s
management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms “employee benefit plan”
and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. Each of the
representations of the Purchasers made in this Section 6.2 are also for the benefit of the Subsidiary Guarantors.






    	16



    	




    



		7.	INFORMATION AS TO COMPANY.



 


		7.1.	Financial and Business Information.



 


The Company shall deliver
to each holder of Notes that is an Institutional Investor:


 


(a)          Quarterly
Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the
last quarterly fiscal period of each such fiscal year), duplicate copies of,


 


(i)        a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such quarter, and


 


(ii)        consolidated
statements of income and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter,


 


setting forth in each case in
comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting
(together with the footnotes thereto), in all material respects, the consolidated financial position of the companies being reported
on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided
that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in
compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(a);


 


(b)          Annual
Statements -- within 105 days after the end of each fiscal year of the Company, duplicate copies of,


 


(i)          a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such year, and


 


(ii)        consolidated
statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,


 


setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that
such financial statements (together with the footnotes thereto) present fairly, in all material respects, the consolidated financial
position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared
in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made
in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the
circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on
Form 10-K for such 






    	17



    	




    



fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange
Commission shall be deemed to satisfy the requirements of this Section 7.1(b);


 


(c)          SEC
and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report (including without
limitation, the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act)
notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or
periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by
such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and
Exchange Commission; provided that to the extent information in paragraph (a) through (c) is filed with the Securities and Exchange
Commission, in electronic form, the Company will promptly provide the information electronically to the holders of the Notes at
such time;


 


(d)          Notice
of Default or Event of Default -- promptly, and in any event within five Business Days after a Responsible Officer having knowledge
of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and
what action an Issuer or Subsidiary Guarantor is taking or proposes to take with respect thereto;


 


(e)          ERISA
Matters -- promptly, and in any event within five Business Days after a Responsible Officer has knowledge of any of the following,
a written notice setting forth the nature thereof and the action, if any, that an Issuer, a Subsidiary Guarantor or an ERISA Affiliate
proposes to take with respect thereto:


 


(i)          with
respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice
thereof has not been waived pursuant to such regulations as in effect on the date hereof, or


 


(ii)the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Issuer, a Subsidiary
Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect
to such Multiemployer Plan; or


 


(iii)          any
event, transaction or condition that could result in the incurrence of any liability by an Issuer, a Subsidiary Guarantor or any
ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit
plans, or in the imposition of any Lien on any of the rights, properties or assets of any Issuer, any Subsidiary Guarantor or any
ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;






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(f)          Information
Required by Rule 144A -- promptly, upon the request of the holder of any Note, provide such holder, and any qualified institutional
buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale
of Notes, except at such times as any Issuer is subject to and in compliance with the reporting requirements of section 13 or 15(d)
of the Exchange Act. For the purpose of this clause (f), the term “qualified institutional buyer” shall have
the meaning specified in Rule 144A under the Securities Act; and


 


(g)          Requested
Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial
condition, assets or properties of any Obligor or any of its Subsidiaries or relating to the ability of any Obligor to perform
its obligations under the Financing Documents to which it is a party as from time to time may be reasonably requested by any such
holder of Notes.


 


		7.2.	Officer’s Certificate.



 


Each set of financial
statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of
a Senior Financial Officer setting forth:


 


(a)          Covenant
Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance
with the requirements of Sections 10.3 through 10.7, inclusive, and Section 10.9, during the quarterly or annual period covered
by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the
maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation
of the amount, ratio or percentage then in existence); and


 


(b)          Event
of Default -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under
his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the
quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall
not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default
or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from
the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to take with respect thereto.


 


		7.3.	Inspection.



 


The Issuers shall permit
the representatives of each holder of Notes that is an Institutional Investor:






    	19



    	




    



(a)          No
Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to
the applicable Issuer: (i) to visit the principal executive office of such Issuer, to discuss the affairs, finances and accounts
of such Issuer and its Subsidiaries with such Issuer’s officers, and (ii) with the consent of such Issuer (which consent
will not be unreasonably withheld) to visit the other offices and properties of such Issuer and each of its Subsidiaries, all at
such reasonable times and as often as may be reasonably requested in writing; and


 


(b)          Default
-- if a Default or Event of Default then exists, at the expense of the Issuers to visit and inspect any of the offices or properties
of any Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies
and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent
public accountants (and by this provision each Issuer authorizes said accountants to discuss the affairs, finances and accounts
of the Issuers and their Subsidiaries), all at such times and as often as may be requested.


 


		8.	PREPAYMENT OF THE NOTES.



 


		8.1.	Required Prepayments.



 


The outstanding principal
amount, if any, of the Notes shall be repaid by the Issuers, at par and without payment of the Make-Whole Amount or any premium,
on the stated maturity date thereof.


 


		8.2.	Optional Prepayments with Make-Whole Amount.



 


The Issuers may, at
their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes (but if in part,
in an amount not less than $5,000,000 or such lesser amount as shall then be outstanding), at 100% of the principal amount so prepaid,
plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Issuers will give each
holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days
prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes
to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with
Section 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall
be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.
Two Business Days prior to such prepayment, the Issuers shall deliver to each holder of Notes a certificate of a Senior Financial
Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.


 


		8.3.	Prepayment of Notes Upon Change in Control.



 


(a)          Notice
of Change in Control or Control Event. The Company will, within five Business Days after any Responsible Officer has knowledge
of the occurrence of any






    	20



    	




    



Change in Control or Control Event, give written notice of such Change in Control or Control Event to
each holder of Notes. In the case that a Change in Control has occurred, such notice shall contain and constitute an offer to prepay
Notes as described in subparagraph (b) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph
(e) of this Section 8.3.


 


(b)          Offer
to Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a) of this Section 8.3 shall be an offer to prepay,
in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case
only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall
mean such beneficial owner) on a date specified in such offer (the “Change in Control Prepayment Date”) that
is not less than 45 days and not more than 60 days after the date of such offer (if the Change in Control Prepayment Date shall
not be specified in such offer, the Change in Control Prepayment Date shall be the 45th day after the date of such offer).


 


(c)          Acceptance;
Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance
to be delivered to the Company not more than 30 days after the date the written offer notice referred to in subsection (a) of this
Section 8.3 is given to the holders of the Notes. A failure by a holder of Notes to respond to an offer to prepay made pursuant
to this Section 8.3 shall be deemed to constitute a rejection of such offer by such holder.


 


(d)          Prepayment.
Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, together
with interest on such Notes accrued to the Change in Control Prepayment Date. Each prepayment of Notes pursuant to this Section
8.3 shall be made on the Change in Control Prepayment Date.


 


(e)          Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by
a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the proposed Change in Control Prepayment
Date; (ii) that such offer is made pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid;
(iv) the interest that would be due on each Note offered to be prepaid as of the Change in Control Prepayment Date; (v) that the
conditions of this Section 8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date of the Change in Control
(including, if known, the name or names of the Person or Persons acquiring control).


 


(f)          “Change
in Control” Defined. A “Change in Control” shall occur if any Person or group of Persons acting in
concert, together with Affiliates thereof, shall in the aggregate, directly or indirectly, control or own (beneficially or otherwise)
more than 50% of the issued and outstanding Voting Stock of the Company at any time after the date of this Agreement or shall otherwise
have the ability to elect a majority of the members of the board of directors of the Company.






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(g)          “Control
Event” Defined. “Control Event” means: (i) the execution by the Company or any of its Subsidiaries
or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions
or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control, or (ii) the execution
of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control.


 


		8.4.	Offer to Prepay upon the Sale of Certain Assets.



 


(a)          Notice
and Offer. In the event of any Debt Prepayment Application under Section 10.3, the Obligors will, within ten (10) days of the
occurrence of the Transfer (a “Debt Prepayment Transfer”) in respect of which an offer to prepay the Notes is
being made to comply with the provisions for a Debt Prepayment Application (as set forth in the definition thereof), give written
notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall
constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder,
a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Proceeds in respect of such
Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less
than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to
be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the
Transfer Prepayment Date shall be the fortieth (40th) day after the date of such notice.


 


(b)          Acceptance
and Payment. To accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered
to the Company not later than twenty (20) days after the date of such written notice from the Obligors, provided, that failure
to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection
of the Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s
Ratable Portion of the Net Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment
Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid,
together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date.


 


(c)          Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.4 shall be accompanied by a certificate, executed by
a Senior Financial Officer of the Company and dated the date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the
Net Proceeds in respect of the applicable Debt Prepayment Transfer, (iii) that such offer is being made pursuant to Section 8.4
and Section 10.3, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note
offered to be prepaid, accrued to the Transfer Prepayment Date and (vi) in reasonable detail, the nature of the Transfer giving
rise to such Debt Prepayment Transfer and certifying that no Default or Event of Default exists or would exist after giving effect
to the prepayment contemplated by such offer.






    	22



    	




    



(d)          Notice
Concerning Status of Holders of Notes. Promptly after each Transfer Prepayment Date and the making of all prepayments contemplated
on such Transfer Prepayment Date under this Section 8.4 (and, in any event, within thirty (30) days thereafter), the Company shall
deliver to each holder of Notes a certificate signed by a Senior Financial Officer of the Company containing a list of the then
current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount
of Notes held by such holder at such time.


 


		8.5.	Allocation of Partial Prepayments.



 


In the case of each
partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among
all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof
not theretofore called for prepayment, without regard to the Series of Notes.


 


		8.6.	Maturity; Surrender, etc.



 


In the case of each
prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuers shall fail to pay
such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuers and cancelled
and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


 


		8.7.	Purchase of Notes.



 


No Issuer will, nor
will any Issuer permit any Subsidiary or Affiliate it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly,
any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement
and the Notes or (b) pursuant to an offer to purchase (with identical information provided to, and upon the same terms for, each
holder of Notes at such time) made by the Issuers or an Affiliate pro rata to the holders of all Notes at the time outstanding
upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an
informed decision with respect to such offer, and shall remain open for at least 14 Business Days, provided that an offer made
pursuant to clause (b) is not made concurrently with or as a condition to or in consideration of or otherwise in connection with
an amendment or waiver to this Agreement. If the holders of more than 15% of the principal amount of the Notes then outstanding
accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance
by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least
10 Business Days from its receipt of such notice to accept such offer. The Issuers will promptly cancel all Notes acquired by any
of them or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and
no Notes may be issued in substitution or exchange for any such Notes.






    	23



    	




    



		8.8.	Make-Whole Amount.



 


The term “Make-Whole
Amount” means, with respect to any Note of any Series, an amount equal to the excess, if any, of the Discounted Value
of the Remaining Scheduled Payments with respect to the Called Principal of such Note of such Series over the amount of such Called
Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:


 


“Called Principal”
means, with respect to any Note of any Series, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has
become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Note of any Series, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement
Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on such Series of Notes is payable) equal to the Reinvestment Yield with respect
to such Called Principal.


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Note of any Series, 0.50% over the yield to maturity implied
by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” on the Bloomberg Financial Market Service
(or such other display as may replace Page PX1 on Bloomberg Financial Market Service) for the most recently issued actively traded
on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including
by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having
a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between (1) the most recently issued actively traded on the run U.S.
Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the most recently issued actively
traded on the run U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment
Yield will be rounded to two decimal places.


 


“Remaining
Average Life” means, with respect to any Called Principal of any Series of Notes, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the






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Settlement
Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note of any Series, all payments of such Called
Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment
of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date
on which interest payments are due to be made under the terms of the Notes of such Series, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to Section 8.2 or Section 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note of any Series, the date on which such Called Principal
is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1,
as the context requires.


 


In the event that the
Issuers shall incorrectly compute any Make-Whole Amount payable in connection with any Note to be prepaid, no Issuer nor any holder
of any Note shall be bound by such incorrect computation, but instead, shall be entitled to receive an amount equal to the correct
Make-Whole Amount (or a refund, in the case of the Issuers), as the case may be, computed in compliance with the terms of this
Agreement.


 


		9.	AFFIRMATIVE COVENANTS.



 


Each of the Issuers
covenants that so long as any of the Notes are outstanding:


 


		9.1.	Compliance with Law.



 


Each of the Issuers
will and will cause each of their Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which
each of them is subject, including, without limitation, Environmental Laws and the laws and regulations referred to in Section
5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain
or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably
be expected, individually or in the aggregate, to have a materially adverse effect on the business, operations, affairs, financial
condition, properties or assets of the Issuers and their Subsidiaries, taken as a whole.


 


		9.2.	Insurance.



 


Each of the Issuers
will and will cause each of their Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is
customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.






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		9.3.	Maintenance of Properties.



 


Each of the Issuers
will and will cause each of their Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties
in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section shall not prevent any Issuer or any of its
Subsidiaries from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable
in the conduct of its business and the Issuers have concluded that such discontinuance would not, individually or in the aggregate,
have a materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Issuers
and their Subsidiaries, taken as a whole.


 


		9.4.	Payment of Taxes.



 


Each of the Issuers
will and will cause each of their Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges,
or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have become
delinquent and claims for which sums have become due and payable that have or might become a Lien on properties or assets of any
Issuer or any Subsidiary, provided that none of the Issuers or any of their Subsidiaries need pay any such tax or assessment
or claim if (a) the amount, applicability or validity thereof is contested by such Issuer or such Subsidiary on a timely basis
in good faith and in appropriate proceedings, and such Issuer or such Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of such Issuer or such Subsidiary or (b) the nonpayment of all such taxes, assessments and claims
in the aggregate would not reasonably be expected to have a materially adverse effect on the business, operations, affairs, financial
condition, properties or assets of the Issuers and their Subsidiaries, taken as a whole.


 


		9.5.	Corporate Existence, etc.



 


Each of the Issuers
will at all times preserve and keep in full force and effect its corporate or limited liability company, as applicable, existence.
Subject to Sections 10.2 and 10.3, each of the Issuers will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries (unless merged into the Company or another Subsidiary) and all rights and franchises of the
Issuers and their Subsidiaries unless, in the good faith judgment of such Issuer, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a
materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Issuers and their
Subsidiaries, taken as a whole.


 


		9.6.	Additional Subsidiary Guarantors.



 


The Company will cause
(a) each Person which is or becomes a Material Subsidiary or which is designated by the Company as a “Material Subsidiary”
pursuant to Section 10.9 and (b) each entity that guarantees or becomes obligated with respect to the obligations of the Company
or any other Subsidiary under any Principal Credit Facility to become a Subsidiary Guarantor on






    	26



    	




    



a joint and several basis with
all other Subsidiary Guarantors under the Subsidiary Guarantee as promptly as practicable after (but in any event within 90 days
of) the date such Person first satisfies the foregoing criteria in clauses (a) or (b) above, by causing such Subsidiary to execute
and deliver to the holders of the Notes an accession agreement to the Subsidiary Guarantee in the form attached to the Subsidiary
Guarantee, together with all documents and opinions which the Required Holders may reasonably request relating to the existence
of such Subsidiary, the corporate or other authority for and the validity of the Subsidiary Guarantee, and any other matters reasonably
determined by the Required Holders to be relevant thereto, all in form and substance reasonably satisfactory to the Required Holders;
provided, that with respect to clause (a) above only, any such Person which is a Foreign Subsidiary will not be required to become
a Subsidiary Guarantor if becoming a Subsidiary Guarantor would result in adverse tax consequences to the Company and its Subsidiaries.


 


		10.	NEGATIVE COVENANTS.



 


Each of the Issuers
covenants that so long as any of the Notes are outstanding.


 


		10.1.	Transactions with Affiliates.



 


No Issuer will, and
no Issuer will permit any Subsidiary to, enter into directly or indirectly any Material transaction or Material group of related
transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements
of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company
or such Subsidiary than would be obtainable in a comparable arm’s length transaction with a Person not an Affiliate.


 


		10.2.	Mergers and Consolidations.



 


No Issuer will, nor
will it permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer, sell or lease
all or substantially all of its assets in a single transaction or series of transactions to any Person unless:


 


(a)          the
successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer, sale
or lease all or substantially all of the assets of such Issuer or such Subsidiary Guarantor, as the case may be (the “Successor
Corporation”), shall be a solvent corporation or limited liability company organized and existing under the laws of the
United States or any State thereof (including the District of Columbia), and (i) except for any such transaction involving only
Issuers and/or only Subsidiary Guarantors or any such transaction where an Issuer and/or Subsidiary Guarantor is the Successor
Corporation of any such transaction, such corporation or limited liability company shall have executed and delivered to each holder
of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of such Obligor under
the applicable Financing Documents in form and substance satisfactory to the Required Holders and (ii) shall have caused to be
delivered to each holder of any Notes an opinion reasonably satisfactory to the Required Holders






    	27



    	




    



of nationally recognized independent
counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their respective terms (except as such enforceability may be limited
by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (y) general principles of equity) and comply with the terms hereof; and


 


(b)          immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and the Company shall
have delivered to each holder of the Notes computations evidencing, on a pro forma basis, as if such transaction had occurred the
day before the last day of the most recently ended fiscal quarter, compliance (on consolidated basis) with Section 10.3, Section
10.4, Section 10.5, Section 10.6, Section 10.7 and Section 10.9.


 


No such conveyance,
transfer, sale or lease of all or substantially all of the assets of any Obligor shall have the effect of releasing such Obligor
or any Successor Corporation that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability
under the applicable Financing Documents.


 


		10.3.	Sale of Assets.



 


No Issuer will nor will
any Issuer permit any Subsidiary to make any Asset Disposition unless:


 


(a)          in the
good faith opinion of the Company, the Asset Disposition is in exchange for consideration having a Fair Market Value at least equal
to that of the property exchanged and is in the best interest of the Company or such Subsidiary;


 


(b)          immediately
after giving effect to the Asset Disposition, no Default or Event of Default would exist; and


 


(c)          immediately
after giving effect to the Asset Disposition, the Disposition Value of all property that was the subject of any Asset Disposition
occurring during the 365 consecutive day period ending on and including the date of such Asset Disposition would not exceed 10%
of Consolidated Total Assets determined as of the end of the then most recently ended fiscal quarter of the Company.


 


If the Net Proceeds
arising from any Transfer are applied to a Debt Prepayment Application or a Property Reinvestment Application within 365 days after
such Transfer, then such Transfer, only for the purpose of determining compliance with subsection (c) of this Section 10.3 as of
any date, shall be deemed not to be an Asset Disposition as of the date of such application.






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		10.4.	Limitation on Consolidated Debt.



 


The Company will not
permit the ratio of Consolidated Debt to Consolidated Total Capitalization, in each case as of the last day of each fiscal quarter
of the Company, to be greater than 0.60 to 1.00.


 


		10.5.	Limitation on Priority Debt.



 


The Company will not
at any time permit Priority Debt to exceed 25% of Consolidated Net Worth (determined as of the last day of the most recently ended
fiscal quarter of the Company).


 


		10.6.	Minimum Consolidated Net Worth.



 


The Company will not,
at any time, permit Consolidated Net Worth to be less than the sum of (a) $766,816,000, plus (b) an amount equal to 50% of its
aggregate Consolidated Net Income (but only if a positive number) for each completed fiscal quarter of the Company at such time
ending on or after December 31, 2012.


 


		10.7.	Limitation on Liens.



 


No Issuer will, nor
will any Issuer permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect
to any property or assets (including, without limitation, any document or instrument in respect of goods or accounts receivable)
of any Issuer or any Subsidiary whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign
or otherwise convey any right to receive income or profits except for the following:


 


(a)          Liens
for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which is not at the time
required by Section 9.4;


 


(b)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each case, incurred
in the ordinary course of business for sums not yet due and payable or the payment of which is not at the time required by Section
9.4;


 


(c)          Liens
(other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business or the ownership of properties
and assets (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement
benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety
bonds, appeal bonds, bids, leases (other than Capital Leases), performance bonds, purchase, construction or sales contracts and
other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances
or credit or the payment of the deferred purchase price of property;






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(d)          Liens
resulting from judgments, unless such judgments are not, within 90 days, discharged or stayed pending appeal, or shall not have
been discharged within 90 days after the expiration of any such stay;


 


(e)          Liens
on property or assets of any Issuer securing Debt of a Subsidiary owed to the Company or to a Wholly-Owned Subsidiary;


 


(f)          Liens
in existence on the date hereof and securing the Debt of the Company and its Subsidiaries as set forth in Schedule 5.15;


 


(g)          minor
survey exceptions and the like which do not materially detract from the value of such property;


 


(h)          Leases
or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case
incidental to, and not interfering with, the ownership of property or assets or the ordinary conduct of any Issuer’s or any
of its Subsidiaries’ businesses, provided that such Liens do not, in the aggregate, materially detract from the value
of such property;


 


(i)          Liens
securing any obligations of a Person existing at the time such Person becomes a Subsidiary or is merged into or consolidated with
the Company or a Subsidiary or Liens on an asset existing at the time such asset shall have first been acquired by the Company
or any Subsidiary, provided that (i) such Liens shall not extend to or cover any property other than the property subject
to such Liens immediately prior to such time, (ii) such Liens shall not have been created in contemplation of such merger, consolidation
or acquisition or such Person becoming a Subsidiary, and (iii) the principal amount of the obligations secured by such Liens is
not increased after such time;


 


(j)          any
Lien created on tangible personal property (or any improvement thereon) to secure all or any part of the purchase price or cost
of construction, improvement or development of such tangible personal property (or any improvement thereon), or to secure Debt
incurred or assumed to pay all or any part of the purchase price or the cost of construction of tangible personal property (or
any improvement thereon) acquired or constructed by the Company or any Subsidiary after the date hereof, provided that


 


(i)          the
principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to
the Company or such Subsidiary of the property (or improvement thereon) so acquired or constructed and (B) the Fair Market Value
(as determined in good faith by a Responsible Officer of such Person) of such property and any improvements thereon at the time
of such acquisition or construction;


 


(ii)          each
such Lien shall extend solely to the item or items of property (or improvement thereon) so acquired or constructed and, if required
by the terms of the instrument originally creating such Lien, other property (or improvement






    	30



    	




    



thereon) which is an improvement to
or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon); and


 


(iii)          any
such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or construction of such property (or
improvement thereon);


 


(k)any
Lien renewing, extending or refunding Liens permitted by paragraphs (i) and (j) of this Section 10.7, provided that (i)
the principal amount of the Debt secured by such Lien immediately prior to such renewal, extension or refunding is not increased
or the maturity thereof reduced, (ii) such Lien is not extended to any other property, and (iii) immediately after such extension,
renewal, or refunding, no Default or Event of Default would exist;


 


(l)           customary
rights of setoff upon deposit accounts and securities accounts of cash in favor of banks or other depository institutions and securities
intermediaries; provided that (i) such deposit account or securities account is not a dedicated cash or securities collateral account
and is not subject to restrictions against access by the Company or any of its Subsidiaries owning the affected deposit or securities
account or other funds maintained with a creditor depository institution, and (ii) such deposit account or securities account does
not provide collateral to the depository institution or securities intermediary;


 


(m)          Liens
arising under cash management pooling arrangements entered into in the ordinary course of business; and


 


(n)          Liens
not otherwise permitted by subsections (a) through (m) above, provided that Priority Debt shall not at any time exceed 25%
of Consolidated Net Worth (determined as of the end of the most recently ended fiscal quarter of the Company for which financial
statements have been provided), provided, further, notwithstanding the foregoing, that no Lien created pursuant this Section 10.7(n)
shall secure Debt owing under any Principal Credit Facility unless and until the Notes are equally and ratably secured by all property
subject to such Lien, in each case pursuant to documentation reasonably satisfactory to the Required Holders.


 


		10.8.	Nature of Business.



 


No Issuer will, nor
will any Issuer permit any Subsidiary to, engage to any substantial extent in any business, if as a result, when taken as a whole
together with the other Issuers and their Subsidiaries, the general nature of their businesses would be substantially changed from
the general nature of their businesses engaged in on the date hereof as described in the Memorandum.


 


		10.9.	Material Subsidiaries.



 


The Company will not
permit the total assets of all Material Subsidiaries and the Company to be less than 90% of the Consolidated Total Assets as of
the end of the most recently completed fiscal quarter for which financial information is available, determined in accordance






    	31



    	




    



with
GAAP; provided, that the Company shall have the right to designate any of its Subsidiaries that is not then a Material Subsidiary
as a Material Subsidiary (regardless of whether it meets the requirements set forth in the definition of such term) in order to
comply with the provisions set forth in this Section, so long as such designation is made no later than the last day for delivery
of a compliance certificate pursuant to Section 7.2(a) for the fiscal quarter for which such designation is made.


 


		10.10.	Terrorism Sanctions Regulations.



 


The Company will not
and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person),
own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European
Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation,
any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction
(i) would cause any Purchaser or holder to be in violation of any law or regulation applicable to such Purchaser or holder, or
(ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage, nor shall any Affiliate of either
engage, in any activity that could subject such Person or any Purchaser or holder to sanctions under CISADA or any similar law
or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.


 


		11.	EVENTS OF DEFAULT.



 


An “Event of
Default” shall exist if any of the following conditions or events shall occur and be continuing:


 


(a)          any
Issuer defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or


 


(b)          any
Issuer defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable;
or


 


(c)          any
Issuer defaults in the performance of or compliance with any term contained in Section 9.6 or Section 10 and such default is not
remedied within five Business Days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and
(ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as
a “notice of default” and to refer specifically to this paragraph (c) of Section 11); or


 


(d)          any
Issuer defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs
(a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note
(any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d)
of Section 11); or






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(e)          any
representation or warranty made in writing by or on behalf of any Obligor or by any officer of such Obligor in any Financing Document
or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any
material respect on the date as of which made; or


 


(f)          (i)
any Issuer or any Material Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal
of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $20,000,000
beyond any period of grace provided with respect thereto, or (ii) any Issuer or any Material Subsidiary is in default in the performance
of or compliance with any term of any evidence of any Debt in an aggregate outstanding principal amount of at least $20,000,000
or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default
or condition such Debt has become, or has been declared due and payable before its stated maturity or before its regularly scheduled
dates of payment; or


 


(g)          any
Issuer or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become
due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement
or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium
or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part
of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate or similar action for the purpose
of any of the foregoing; or


 


(h)          a court
or governmental authority of competent jurisdiction enters an order appointing, without consent by any Issuer or any Material Subsidiary,
a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part
of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition
in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the
dissolution, winding-up or liquidation of any Issuer or any Material Subsidiary, or any such petition shall be filed against any
Issuer or any Material Subsidiary and such petition shall not be dismissed within 90 days; or


 


(i)          a final
judgment or judgments for the payment of money aggregating in excess of $20,000,000 are rendered against one or more of the Issuers
and any of their Material Subsidiaries and which judgments are not, within 90 days after entry thereof, bonded, discharged or stayed
pending appeal, or are not discharged within 90 days after the expiration of such stay; or






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(j)          any
Subsidiary Guarantor fails or neglects to observe, perform or comply with any term, provision, condition, covenant, warranty or
representation contained in the Subsidiary Guarantee; or


 


(k)          if (i)
any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver
of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted
proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the
Issuers or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded
benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed $80,000,000, (iv) any Issuer, any Material Subsidiary or any ERISA Affiliate shall have incurred
or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans, or (v) any Issuer or any ERISA Affiliate withdraws from any Multiemployer Plan, and
any such event or events described in clauses (i) through (v) above, either individually or together with any other such event
or events, would reasonably be expected to have a Material Adverse Effect; or


 


(l)          the
Subsidiary Guarantee is not or ceases to be effective or is alleged by any Obligor to be ineffective for any reason.


 


As used in Section 11(k), the term “employee
benefit plan” shall have the meaning assigned to such term in section 3 of ERISA.


 


		12.	REMEDIES ON DEFAULT, ETC.



 


		12.1.	Acceleration.



 


(a)          If an
Event of Default with respect to the Company described in Section 11(g) or 11(h) (other than an Event of Default described in clause
(i) of Section 11(g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i)
of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.


 


(b)          If any
other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or
notices to the Company, declare all the Notes then outstanding to be immediately due and payable.


 


(c)          If any
Event of Default described in Section 11(a) or 11(b) has occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare
all the Notes held by it or them to be immediately due and payable.






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Upon any Notes becoming due and payable
under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal
amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every
case without presentment, demand, protest or further notice, all of which are hereby waived. Each of the Issuers acknowledges,
and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment
by the Issuers (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Issuers
in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation
for the deprivation of such right under such circumstances.


 


		12.2.	Other Remedies.



 


If any Default or Event
of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any
agreement contained herein, in any Note or in the Subsidiary Guarantee, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.


 


		12.3.	Rescission.



 


At any time after any
Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice
to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest
on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by
reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted
by applicable law) any overdue interest in respect of the Notes of any Series, at the Default Rate for such Series, (b) all Events
of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies
due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.


 


		12.4.	No Waivers or Election of Remedies, Expenses, etc.



 


No course of dealing
and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, the
Subsidiary Guarantee or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of
the Issuers under Section 15, the Issuers will pay to the holder of each Note on demand such further amount as shall be sufficient
to cover all costs and expenses of such holder incurred in any enforcement or






    	35



    	




    


collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements.


 


		13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.



 


		13.1.	Registration of Notes.



 


The Company shall keep
at its principal executive office a register for the registration and registration of transfers of Notes. The name and address
of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall
be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall
be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.


 


		13.2.	Transfer and Exchange of Notes.



 


Upon surrender of any
Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender
for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of
such Note or part thereof), the Issuers shall execute and deliver, at the Issuers’ expense (except as provided below), one
or more new Notes of such Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal
to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note provided,
however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee
who is a Competitor of any Obligor. Each such new Note shall be payable to such Person as such holder may request and shall be
substantially in the form of such Note for such Series as set forth in Exhibit 1.1(a), Exhibit 1.1(b), Exhibit
1.1(c) or Exhibit 1.1(d), as applicable. Each such new Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been
paid thereon. The Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect
of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than
$250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer
has been effected in compliance with applicable securities laws. Any transferee, by its acceptance of a Note registered in its
name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6 hereof and shall have
agreed to abide by the provisions of Section 20 hereof.






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		13.3.	Replacement of Notes.



 


Upon receipt by the
Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and
such loss, theft, destruction or mutilation), and


 


(a)          in the
case of loss, theft or destruction, of an executed certificate of loss including an indemnity reasonably satisfactory to it (provided
that if the holder of such Note is, or is a nominee for, an original purchaser or another holder of a Note with a minimum net worth
of at least $50,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or


 


(b)          in the
case of mutilation, upon surrender and cancellation thereof,


 


the Issuers at their own expense shall
execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest
shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon, bearing the same legend as appears on such lost, stolen, destroyed or mutilated
Note.


 


		14.	PAYMENTS ON NOTES.



 


		14.1.	Place of Payment.



 


Subject to Section 14.2,
payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Parsippany,
New Jersey at the principal office of the Company in such jurisdiction. The Issuers may at any time, by notice to each holder of
a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company
in the United States or the principal office of a bank or trust company in the United States.


 


		14.2.	Home Office Payment.



 


So long as any Purchaser
or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary,
the Issuers will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and
at the address specified for such purpose opposite such Purchaser’s name in Schedule A, or by such other method or
at such other address as such Purchaser shall have from time to time specified to the Issuers in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuers
made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such
Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place
of payment most recently designated by the Issuers pursuant to Section 14.1. Prior to any sale or other disposition of any Note
held by any Purchaser or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a






    	37



    	




    



new Note
or Notes pursuant to Section 13.2. The Issuers will afford the benefits of this Section 14.2 to any Institutional Investor that
is the direct or indirect transferee of any Note purchased by such Purchaser under this Agreement and that has made the same agreement
relating to such Note as such Purchaser has made in this Section 14.2.


 


		14.3.	Status of Purchasers.



 


(a)          Any
Purchaser or holder of Notes that is a “United States person” within the meaning of § 7701(a)(30) of the Code
shall deliver to the Company copies of executed originals of Internal Revenue Service Form W-9 or such other documentation or information
prescribed by applicable laws and reasonably requested by the Company as will enable the Company to determine whether or not such
Purchaser or holder of Notes is subject to backup withholding or information reporting requirements under the Code.


 


(b)          Each
Purchaser or holder of Notes that is not a “United States person” within the meaning of § 7701(a)(30) of the Code
(a “foreign Purchaser”) and that is entitled to an exemption from or reduction of any United States withholding
tax (including each participant that acquired a participation from a foreign Purchaser) shall deliver to the Company (or, in the
case of a participant, to the Purchaser or holder of Notes from which the related participation shall have been purchased) in such
number of copies as shall be reasonably requested by the recipient on or prior to the date on which such foreign Purchaser becomes
a holder of a Note (or on or prior to the date on which such participant acquires its participation from a Purchaser or a holder
of Notes) (and from time to time thereafter upon the reasonable request of the Company or when a lapse in time or a change in circumstance
renders the prior certificates obsolete), but only if such foreign Purchaser is legally entitled to do so, whichever of the following
is applicable:


 


(i)          executed
originals of Internal Revenue Service Form W 8BEN, W 8ECI or W 8IMY and any required supporting documentation (or any successor
or other applicable form prescribed by the IRS certifying as to such Purchaser’s or such holder’s entitlement to a
reduction of or complete exemption from United States withholding tax),


 


(ii)          in
the case of a foreign Purchaser claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code,
(x) a certificate to the effect that such foreign Purchaser is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “ten percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals
of Internal Revenue Service Form W-8BEN, or


 


(iii)         executed
originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States
Federal withholding tax duly completed together with such supplementary documentation






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as may be prescribed by applicable law to
permit the Company to determine the withholding or deduction required to be made.


 


(c)          If a
payment made to a Purchaser or holder of Notes hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such
Purchaser or such holder of Notes were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser or such holder of Notes shall deliver to the Company,
at the time or times prescribed by law and at such time or times reasonably requested by the Company, such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Company as may be necessary for the Company to comply with its obligations under FATCA, to determine that such
Purchaser or holder of Notes has or has not complied with such Purchaser’s or such holder’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment.


 


(d)          Each
Purchaser and each holder of Notes shall promptly notify the Company of any change in circumstances which would modify or render
invalid any such claimed exemption or reduction.


 


		15.	EXPENSES, ETC.



 


		15.1.	Transaction Expenses.



 


Whether or not the transactions
contemplated hereby are consummated, the Issuers will pay all costs and expenses (including reasonable attorneys’ fees of
a special counsel and, if reasonably required, local or other counsel) incurred by each Purchaser or holder of a Note in connection
with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Subsidiary
Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a)
the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under
this Agreement, the Subsidiary Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note,
and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy
of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by
the Notes and the Subsidiary Guarantee, provided, however, that the Issuers shall only be liable under this Section
15.1 for the reasonable attorney’s fees of a single special counsel and, if reasonably required, a single local counsel
in each jurisdiction where any Issuer or Subsidiary Guarantor conducts business, in each case acting on behalf of the holders of
Notes as a group, unless, in the reasonable judgment of any holder of Notes a conflict exists between such holder of Notes and
any other holder of Notes, in which event the Issuers shall be obligated to pay the fees and expenses of such additional counsel
or counsels as shall be necessary to eliminate such conflict. The Issuers will pay, and will save each Purchaser and each other
holder of a Note harmless






    	39



    	




    



from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than
those retained by any Purchaser).


 


		15.2.	Survival.



 


The joint and several
obligations of the Issuers under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement, the Notes or the Subsidiary Guarantee, and the termination of this Agreement.


 


		16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.



 


All representations
and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser or any holder of any Note or portion thereof or interest therein and shall expire upon the payment in full of
all amounts in respect of the Notes, and may be relied upon by any subsequent holder of a Note, regardless of any investigation
made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or
other instrument delivered by or on behalf of the Issuers pursuant to this Agreement shall be deemed representations and warranties
of the Issuers under this Agreement. Subject to the preceding sentence, this Agreement, the Subsidiary Guarantee and the Notes
embody the entire agreement and understanding between each Purchaser and the Issuers and supersede all prior agreements and understandings
relating to the subject matter hereof.


 


		17.	AMENDMENT AND WAIVER.



 


		17.1.	Requirements.



 


This Agreement and the
Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively),
with (and only with) the written consent of the Issuers and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective
as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected thereby and, prior to the Series I Closing, the consent of
each Purchaser of the Series I Notes, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change
the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of
computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes
the holders of which are required to consent to any such amendment or waiver, (iii) amend any of Sections 8, 11(a), 11(b), 12,
17 or 20 or (iv) change the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction
of the conditions to Closing that appear in Section 4.


 


		17.2.	Solicitation of Holders of Notes.



 


(a)          Solicitation.
The Issuers will provide each Purchaser (at any time prior to the date of the Series I Closing) and each holder of the Notes (irrespective
of the amount






    	40



    	




    



of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required,
to enable such Purchaser or such holder to make an informed and considered decision with respect to any proposed amendment, waiver
or consent in respect of any of the provisions hereof, the Subsidiary Guarantee or of the Notes. The Issuers will deliver executed
or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each
Purchaser (with respect to any amendment, waiver or consent effected at any time prior to the date of the Series I Closing) and
each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent
or approval of, the requisite Purchasers (with respect to any amendment, waiver or consent effected at any time prior to the date
of the Series I Closing) and/or holders of Notes.


 


(b)          Payment.
The Issuers will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, or other right or preferred treatment, to any Purchaser (with respect to any
amendment, waiver or consent effected at any time prior to the date of the Series I Closing) or holder of Notes as consideration
for or as an inducement to the entering into by any such Purchaser or such holder of Notes of any waiver or amendment of any of
the terms and provisions hereof, of the Notes or of the Subsidiary Guarantee unless such remuneration is concurrently paid, or
security is concurrently granted, on the same terms, ratably to each such Purchaser and each such holder of Notes then outstanding
even if such Purchaser or such holder did not consent to such waiver or amendment.


 


(c)          Consent
in Contemplation of Transfer. Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred
or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed
to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such
holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so
effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar
conditions) shall be void and of no force or effect except solely as to such transferring holder.


 


		17.3.	Binding Effect, etc.



 


Any amendment or waiver
consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Issuers without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon. No course of dealing between any Issuer and the holder of any Note nor
any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note.
As used herein, the term “Agreement” and references thereto shall mean this Agreement as it may from time to
time be amended or supplemented.






    	41



    	




    



		17.4.	Notes held by the Issuers, etc.



 


Solely for the purpose
of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this Agreement, the Subsidiary Guarantee or the Notes, or have
directed the taking of any action provided herein, in the Subsidiary Guarantee or in the Notes to be taken upon the direction of
the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly
owned by any of the Issuers or any of their Affiliates shall be deemed not to be outstanding.


 


		18.	NOTICES.



 


All notices and communications
provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such
notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be
sent:


 


(i)          if to
any Purchaser or its nominee, to such Purchaser or its nominee at the address specified for such communications in Schedule
A, or at such other address as such Purchaser or its nominee shall have specified to the Issuers in writing,


 


(ii)         if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuers in writing,
or


 


(iii)         if
to any Issuer, at its address set forth at the beginning hereof to the attention of Marc O’Casal, telecopier: (973) 597-4797,
or at such other address as such Issuer shall have specified to the holder of each Note in writing.


 


A courtesy copy of any notices sent to
any Purchasers and/or any holders of Notes shall also be sent to Bingham McCutchen LLP, One State Street, Hartford, Connecticut
06103 to the attention of Chester L. Fisher, III, Esq., telecopier: (860) 240-2800. Notices under this Section 18 will be deemed
given only when actually received.


 


		19.	REPRODUCTION OF DOCUMENTS.



 


This Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closings (except the Notes themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished to the Purchasers, may be reproduced by the Purchasers
by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and the Purchasers may
destroy any original document so reproduced. The Issuers agree and stipulate that, to the extent permitted by applicable law, any
such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business)
and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible






    	42



    	




    



in evidence. This Section
19 shall not prohibit any Issuer or any other holder of Notes from contesting any such reproduction to the same extent that it
could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.


 


		20.	CONFIDENTIAL INFORMATION.



 


For the purposes of
this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of
the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that
is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser
as being confidential information of the Company or such Subsidiary, provided that such term does not include information that
(a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly
known through no act or omission by such Purchaser or any person acting on its behalf, (c) otherwise becomes known to such Purchaser
other than through disclosure by any Issuer or any Subsidiary or by any Person known by such Purchaser to be acting in breach of
any duty of confidentiality owed to any Issuer or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser
under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third
parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) such
Purchaser’s directors, officers, employees, agents, attorneys and affiliates, (to the extent such disclosure reasonably relates
to the administration of the investment represented by such Purchaser’s Notes), (ii) its financial advisors and other professional
advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section
20, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note
or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person from which such Purchaser offers to purchase any
security of the Issuers (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser,
(vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency
that requires access to information about such Purchaser’s investment portfolio, (viii) any other Person to which such delivery
or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation or order applicable to such
Purchaser, (B) in response to any subpoena or other legal process, (C) in connection with any litigation to which such Purchaser
is a party or (D) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine
such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of its rights and remedies
under its Notes, the Subsidiary Guarantee and this Agreement, or (ix) any and all Persons, without limitation, to the extent any
such Confidential Information pertains to the United States federal tax treatment and United States federal tax structure of the
transaction contemplated by this Agreement or constitutes materials of any kind (including opinions or other United States federal
tax analyses) that are provided to the holders of Notes relating to such United States federal tax treatment and United States
federal tax structure. The foregoing clause (ix) is intended to cause the transaction contemplated hereby not to be treated as
having been






    	43



    	




    



offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any
successor provisions) of the United States Treasury Regulations issued under the Code and shall be construed in a manner consistent
with such purpose. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled
to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Issuers in connection
with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested
by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement
with the Issuers embodying the provisions of this Section 20.


 


		21.	SUBSTITUTION OF PURCHASER.



 


Each Purchaser shall
have the right to substitute any one of its Affiliates as the purchaser of the Notes that such Purchaser has agreed to purchase
hereunder, by written notice to the Issuers, which notice shall be signed by both such Purchaser and such Affiliate, shall contain
such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “Purchaser”
is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of such
original Purchaser. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers
to such Purchaser all of the Notes then held by such Affiliate, upon receipt by the Issuers of notice of such transfer, wherever
the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed
to refer to such Affiliate, but shall refer to such Purchaser, and such Purchaser shall have all the rights of an original holder
of the Notes under this Agreement.


 


		22.	MISCELLANEOUS.



 


		22.1.	Successors and Assigns.



 


All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.


 


		22.2.	Payments Due on Non-Business Days.



 


Anything in this Agreement
or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.6 that the notice of any optional
prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest
on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including
the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the
maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on
the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day.






    	44



    	




    



		22.3.	Severability.



 


Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other
jurisdiction.


 


		22.4.	Accounting Terms.



 


(a)          All
accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in
accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall
be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. If the Issuers notify
the holders of Notes that, in the Issuers’ reasonable opinion, or if the Required Holders notify the Issuers that, in the
Required Holders’ reasonable opinion, as a result of changes in GAAP from time to time (“Subsequent Changes”),
any of the covenants contained in Sections 10.4, 10.5, 10.6, 10.7 or 10.9, or any of the defined terms used therein no longer apply
as intended such that such covenants are materially more or less restrictive to the Issuers than are such covenants immediately
prior to giving effect to such Subsequent Changes, the Issuers and the holders of Notes shall negotiate in good faith to reset
or amend such covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants or defined
terms. Until the Issuers and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms,
the covenants contained in Sections 10.4, 10.5, 10.6, 10.7 and 10.9, together with the relevant defined terms, shall continue to
apply and compliance therewith shall be determined assuming that the Subsequent Changes shall not have occurred (“Static
GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Issuers
shall include relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant
compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) during
such period. Subject to the immediately preceding sentence, at the sole election of the Company and upon written notice to the
registered holders of the Notes but without any requirement to obtain any prior consent or waiver from any Purchasers or holders
of the Notes, the Issuers and their Subsidiaries may adopt IFRS in lieu of GAAP for purposes of making all future computations
and preparing all future financial statements pursuant to this Agreement or any other Financing Document.


 


(b)          For
purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure
an item of Debt using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825-10-25
(formerly known as FASB 159) or any similar accounting standard) shall be disregarded and such determination shall be made as if
such election had not been made.






    	45



    	




    



		22.5.	Construction.



 


Each covenant contained
herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein,
so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.


 


		22.6.	Counterparts.



 


This Agreement may be
executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties
hereto.


 


		22.7.	Governing Law.



 


THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.


 


		22.8.	Jurisdiction and Process; Waiver of Jury Trial.



 


(a)          
Each Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement,
the Subsidiary Guarantee or the Notes. To the fullest extent permitted by applicable law, each Issuer irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of
any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.


 


(b)         
 Each Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding
of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such
other address of which such holder shall then have been notified pursuant to said Section. Each Issuer agrees that such
service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service
upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery
receipt furnished by the United States Postal Service or any reputable commercial delivery service.






    	46



    	




    



(c)         
 Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by
law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Issuer in the courts
of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other
jurisdiction.


 


(d)          The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document
executed in connection herewith or therewith.


 


[Remainder of page intentionally left blank;
next page is signature page.]


 



    	47



    	




    

If each Purchaser is
in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return
it to the Issuers, whereupon the foregoing shall become a binding agreement between the Purchasers and the Issuers.


 





	 	Very truly yours,
 
 CURTISS-WRIGHT CORPORATION
 CURTISS-WRIGHT CONTROLS, INC.
 METAL IMPROVEMENT COMPANY,
 LLC
 CURTISS-WRIGHT FLOW CONTROL
 CORPORATION
 CURTISS-WRIGHT FLOW CONTROL
 SERVICE CORPORATION
 CURTISS-WRIGHT SURFACE 

TECHNOLOGIES, LLC	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 







 


[Signature page to Curtiss-Wright Corporation,
et al Note Purchase Agreement]





    	 



    	




    

The foregoing is hereby




agreed to as of the




date thereof.


 


[PURCHASERS]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature page to Curtiss-Wright Corporation,
et al Note Purchase Agreement]





    	 



    	




    



SCHEDULE A


 


SCHEDULE A

INFORMATION AS TO PURCHASERS




 



    	 



    	




    


SCHEDULE B


 


DEFINED TERMS


 


As used herein, the following
terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires,
any reference to an “Affiliate” is a reference to an Affiliate of the Company.


 


“Agreement”
is defined in Section 17.3.


 


“Anti-Corruption
Laws” is defined in Section 5.16(d)(1).


 


“Anti-Money Laundering
Laws” is defined in Section 5.16(c).


 


“Asset Disposition”
means any Transfer except:


 


(a)          any


 


(i)          Transfer
from a Subsidiary to the Company or a Wholly-Owned Subsidiary;


 


(ii)         Transfer
from the Company to a Wholly-Owned Subsidiary; and


 


(iii)        Transfer
from the Company or a Wholly-Owned Subsidiary to a Subsidiary (other than a Wholly-Owned Subsidiary) or from a Subsidiary to another
Subsidiary, which in either case is for Fair Market Value;


 


so long as immediately before and immediately after the
consummation of any such Transfer and after giving effect thereto, no Default or Event of Default exists; and


 


(b)          any Transfer
made in the ordinary course of business and involving only property that is either (i) inventory held for sale or (ii) equipment,
fixtures, supplies or materials that are obsolete or inoperative.


 


“Blocked Person”
is defined in Section 5.16(a).


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to
be closed.



    	Schedule B-1



    	




    

“Capital Lease”
means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset
and the incurrence of a liability in accordance with GAAP.


 


“Capital Stock”
means any class of capital stock, share capital or similar equity interest of a Person.


 


“Change in Control”
is defined in Section 8.3(f).


 


“Change in Control
Prepayment Date” is defined in Section 8.3(b).


 


“CISADA”
is defined in Section 5.16(a).


 


“Closing”
is defined in Section 3.2.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time.


 


“Company”
is defined in the introductory paragraph of this Agreement or any successor that becomes such in the manner prescribed in Section
10.2.


 


“Competitor”
means any Person which is involved, directly or indirectly, to a material extent in the business of providing highly engineered
valves, pumps, motors, generators, electronics, systems and related products that regulate the flow of liquids and gases in severe
service environments in power generation, oil and gas processing, naval defense and general industrial, or provides applications
flight control, mechanical actuation and drive systems, sensing and electronic computing system applications services or metal
treatment services that enhance the performance and extend the life of critical components utilized in aerospace, automotive/transportation,
power generation and general industrial markets; provided that in no event shall any Institutional Investor that maintains purely
passive investments in any Person that is a Competitor be deemed a Competitor.


 


“Confidential
Information” is defined in Section 20.


 


“Consolidated
Debt” means, as of any date of determination, the total of all Debt of the Company and its Subsidiaries outstanding on
such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required
to be eliminated in the course of preparation of consolidated financial statements of the Company and its Subsidiaries in accordance
with GAAP.


 


“Consolidated
Net Income” means, for any period, the net income (or loss) of the Company and its Subsidiaries for such period (taken
as a cumulative whole), as determined in accordance with GAAP, after eliminating all offsetting debits and credits between the
Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial
statements of the Company and its Subsidiaries in accordance with GAAP.






    	Schedule B-2



    	




    
“Consolidated
Net Worth” means, as of any date, the sum of (a) total stockholders’ equity of the Company and its Subsidiaries
as of such date, determined on a consolidated basis in accordance with GAAP, minus (b) to the extent included in clause
(a), all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries, minus (c)
any increase in the amount of Consolidated Net Worth attributable to a write-up in the book value of any asset on the books of
the Company and its Subsidiaries resulting from a revaluation thereof subsequent to September 30, 2012, minus (d) the amounts,
if any, at which any shares of capital stock of the Company or any Subsidiary appear as an asset on the balance sheet from which
Consolidated Net Worth is determined for the purposes of this definition.


 


“Consolidated
Total Assets” means, as of any date, the total assets of the Company and its Subsidiaries which would be shown as assets
on a consolidated balance sheet of the Company and its Subsidiaries as of such date prepared in accordance with GAAP, after eliminating
all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries.


 


“Consolidated
Total Capitalization” means, as of any date, the sum of Consolidated Net Worth and Consolidated Debt.


 


“Control Event”
is defined in Section 8.3(g).


 


“Controlled Entity”
means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii)
if the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise.


 


“C-W Controls”
is defined in the introductory paragraph of this Agreement.


 


“C-W Flow”
is defined in the introductory paragraph of this Agreement.


 


“C-W Flow Control
Service” is defined in the introductory paragraph of this Agreement.


 


“C-W Surface”
is defined in the introductory paragraph of this Agreement.


 


“Debt”
means, with respect to any Person, at any time, without duplication,


 


(a)          its liabilities
for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock to the extent such redemption
obligations are required to be paid with cash or other consideration (other than shares of Capital Stock);


 


(b)          its liabilities
for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course
of business but including all liabilities created or arising under any conditional sale or other title retention agreement with
respect to any such property);






    	Schedule B-3



    	




    
(c)          all liabilities
appearing on its balance sheet in accordance with GAAP in respect of Capital Leases;


 


(d)          all liabilities
for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise
become liable for such liabilities); and


 


(e)          any Guaranty
of such Person with respect to liabilities of a type described in any of clauses (a) through (d) hereof.


 


Debt of any Person shall
include all obligations of such Person of the character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.


 


“Debt
Prepayment Application” means, with respect to any Transfer of any property, the application by
any Obligor or any Subsidiary, as the case may be, of cash in an amount equal to the Net Proceeds with respect to such Transfer
to pay Senior Debt (other than (a) Senior Debt owing to the Company or any of its Subsidiaries or any Affiliate and (b) Senior
Debt in respect of any revolving credit or similar facility providing any Obligor or any such Subsidiary with the right to obtain
loans or other extensions of credit from time to time, unless in connection with such payment of Senior Debt the availability of
credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the
payment of such Senior Debt), provided that in the course of making such application the Issuers shall offer to prepay each
outstanding Note, in accordance with Section 8.4, in a principal amount which equals the Ratable Portion of the holder of such
Note in respect of such Transfer. If any holder of a Note rejects such offer of prepayment, then, for purposes of the preceding
sentence only, the Obligors nevertheless will be deemed to have paid Senior Debt in an amount equal to the Ratable Portion of the
holder of such Note in respect of such Transfer.


 


“Debt Prepayment
Transfer” is defined in Section 8.4(a).


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.


 


“Default Rate”
means that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (b) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York
as its “base” or “prime” rate.


 


“Disposition Value”
means, at any time, with respect to any property


 


(a)          in the
case of property that does not constitute Subsidiary Stock, the book value thereof, valued at the time of such disposition in good
faith by the Company, and


 


(b)          in the
case of property that constitutes Subsidiary Stock, an amount equal to that percentage of book value of the assets of the Subsidiary
that issued such stock as is equal to the percentage that the book value of such Subsidiary Stock represents of the book value
of all of the outstanding Capital Stock of such Subsidiary (assuming, in






    	Schedule B-4



    	




    

making such calculations, that all Securities convertible
into such Capital Stock are so converted and giving full effect to all transactions that would occur or be required in connection
with such conversion) determined at the time of the disposition thereof in good faith by the Company.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including but not limited to those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with any Issuer under section
414 of the Code.


 


“Event of Default”
is defined in Section 11.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Fair Market Value”
means, at any date of determination and with respect to any property, the sale value of such property that would be realized
in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being
under a compulsion to buy or sell).


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date hereof, and any substantially similar amendments thereto and any current
or future regulations or official interpretations thereof.


 


“Financing Documents”
means the Notes, this Agreement and the Subsidiary Guarantee, and each other document, guaranty, instrument or agreement delivered
in connection with the transactions contemplated hereby, as each may be amended, restated or otherwise modified from time to time.


 


“foreign Purchaser”
is defined in Section 14.3(b).


 


“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District
of Columbia.


 


“GAAP”
means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) IFRS
at any time that the Company prepares its financial statements in accordance with IFRS.


 


“Governmental
Authority” means






    	Schedule B-5



    	




    

(a)          the government
of


 


(i)          the United
States of America or any State or other political subdivision thereof, or


 


(i)          any jurisdiction
in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties
of the Company or any Subsidiary, or


 


(b)          any entity
exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Governmental
Official” means any governmental office or employee, employee of any government-owned or government-controlled entity,
political party, any official of a political party, candidate for political office, official of any public international organization
or anyone else acting in an official capacity.


 


“Guaranty”
means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation
of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through
an agreement, contingent or otherwise, by such Person:


 


(a)          to purchase
such indebtedness or obligation or any property constituting security therefor;


 


(b)          to advance
or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds
for the purchase or payment of such indebtedness or obligation;


 


(c)          to lease
properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation
of the ability of any other Person to make payment of the indebtedness or obligation; or


 


(d)          otherwise
to assure the owner of such indebtedness or obligation against loss in respect thereof.


 


In any computation of the
indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject
of such Guaranty shall be assumed to be direct obligations of such obligor.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 13.1.


 


“IFRS”
means, collectively:


 


(a)          each International
Financial Reporting Standard;






    	Schedule B-6



    	




    
(b)          International
Accounting Standards (IAS); and


 


(c)          Interpretations


where:


 


(x)           “International
Financial Reporting Standard” means each financial reporting standard issued by the International Accounting Standards Board
(IASB);


 


(y)          “International
Accounting Standards” means the financial reporting standards issued by the International Accounting Standards Committee
of the IASB; and


 


(z)           “Interpretations”
means the explanations from time to time of the application of International Financial Reporting Standards to particular transactions,
arrangements or circumstances (issued by the International Financial Reporting Interpretations Committee of the IASB or its predecessor,
the Standing Interpretations Committee,


 


as each may be amended
from time to time.


 


“INHAM Exemption”
is defined in Section 6.2(e).


 


“Institutional
Investor” means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate
principal amount of the Notes then outstanding, and (c) any institutional accredited investor as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act and any investment fund having assets of at least $100,000,000 that is in the
business of investing in securities issued by other Persons, regardless of legal form.


 


“Issuers”
is defined in the introductory paragraph of this Agreement.


 


“knowledge”
when used with respect to any Issuer or any Responsible Officer to qualify a representation or warranty of such Issuer or such
Responsible Officer, shall be deemed to be the actual knowledge of such Responsible Officer.


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest
or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention
agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder
agreements, voting trust agreements and all similar arrangements).


 


“Make-Whole Amount”
is defined in Section 8.8.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, or properties of the Company and
its Subsidiaries, taken as a whole.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties
and results of operations of the Company and its Subsidiaries, taken as a whole, (b) the ability of any Issuer to perform its 






    	Schedule B-7



    	




    
obligations under this Agreement and the
Notes, or of any Material Subsidiary to perform its obligations under the Subsidiary Guarantee or
(c) the validity or enforceability of this Agreement, the Notes, or the Subsidiary Guarantee.


 


“Material Subsidiary”
means, as of any date, any Subsidiary which (together with its Subsidiaries) (a) accounts for more than 5% of Consolidated Total
Assets as of such date or (b) accounted for more than 5% of the consolidated revenues of the Company and its Subsidiaries for the
period of the four consecutive fiscal quarters of the Company ending on or immediately prior to such date.


 


“Memorandum”
is defined in Section 5.3.


 


“Metal”
is defined in the introductory paragraph of this Agreement.


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
is defined in Section 4.8.


 


“NAIC Annual Statement”
is defined in Section 6.2(a).


 


“Net Proceeds”
means, with respect to any Transfer of any property by any Person, an amount equal to the difference of


 


(a)          the aggregate
amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer)
received by such Person in respect of such Transfer, minus


 


(b)          all ordinary
and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.


 


“Notes”
is defined in Section 1.


 


“Obligors”
means, collectively, the Issuers and the Subsidiary Guarantors.


 


“OFAC”
is defined in Section 5.16(a).


 


“OFAC Listed Person”
is defined in Section 5.16(a).


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC
Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company or any Subsidiary,
as the context may require, whose responsibilities extend to the subject matter of such certificate.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.






    	Schedule B-8



    	




    

“Person”
means an individual, partnership, corporation, limited liability company, association, joint venture, trust, unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years,
has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required
to be made, by any Issuer or any ERISA Affiliate or with respect to which such Issuer or any ERISA Affiliate may have any liability.


 


“Preferred Stock”
means any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.


 


“Principal Credit
Facility” means any agreement or facility providing credit availability in excess of $150,000,000 to the Company and/or
any of its Subsidiaries, as such agreement or facility may be amended, restated, supplemented or otherwise modified from time to
time and together with increases, refinancings and replacements thereof, in whole or in part.


 


“Priority Debt”
means, as of any date, (without duplication) the sum of (a) all outstanding Debt of any Subsidiary (other than an Issuer or a Subsidiary
Guarantor, or Debt of any Subsidiary owing solely to the Company or any Wholly-Owned Subsidiary) and (b) all Debt of any Issuer
or any Subsidiary Guarantor secured by any Lien (other than Liens under clauses (a) through (e) and clauses (g) through (m) of
Section 10.7).


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“Property Reinvestment
Application” means, with respect to any Transfer of property, the application of an amount equal to the
Net Proceeds with respect to such Transfer to the acquisition by any Issuer or any Subsidiary of operating assets of a generally
similar nature (excluding, for the avoidance of doubt, cash and cash equivalents), and of at least equivalent Fair Market Value,
to the property so Transferred, to be used in the principal business of the Issuers and their Subsidiaries as conducted immediately
prior to such Transfer or in a business generally related to such principal business.


 


“PTE”
is defined in Section 6.2(a).


 


“Purchasers”
is defined in the introductory paragraph of this Agreement.


 


“QPAM Exemption”
is defined in Section 6.2(d).


 


“Ratable Portion”
means, in respect of any holder of any Note and any Transfer contemplated by the definition of Debt Prepayment Application, an
amount equal to the product of


 


(a)          the Net
Proceeds being offered to be applied to the payment of Senior Debt, multiplied by




    	Schedule B-9



    	




    

(b)          a fraction
the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate outstanding
principal amount of Senior Debt at the time of such Transfer determined on a consolidated basis in accordance with GAAP.


 


“Required Holders”
means, at any time, the holders of at least a majority in principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by the Company or any of its Affiliates); provided, however, that subsequent to the date hereof and prior to the Series
I Closing, for purposes of the use of this term in Sections 9.6, 10.2, 10.7, 17 and 22.4 hereof and in the Subsidiary Guarantee,
the Series I Notes shall be deemed to be outstanding and the Purchasers thereof shall be deemed to be the holders thereof.


 


“Responsible Officer”
means any Senior Financial Officer and any other officer of any Issuer or any Subsidiary Guarantor with responsibility for the
administration of the relevant portion of this Agreement or the Subsidiary Guarantee, as applicable.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time.


 


“Security”
has the meaning set forth in Section 2(1) of the Securities Act.


 


“Senior Debt”
means the Notes and any Debt of the Company or its Subsidiaries that by its terms is not in any manner subordinated in
right of payment to any other unsecured Debt of the Company or any Subsidiary.


 


“Senior Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company or any
Subsidiary, as the context may require.


 


“Series”
means any one or more Series of Notes issued hereunder.


 


“Series F/G/H
Closing” is defined in Section 3.1.


 


“Series F Notes”
is defined in Section 1.1(a).


 


“Series G Notes”
is defined in Section 1.1(b).


 


“Series H Notes”
is defined in Section 1.1(c).


 


“Series I Closing”
is defined in Section 3.2.


 


“Series I Notes”
is defined in Section 1.1(d).


 


“Side Letter”
is defined in Section 4.11.


 


“Source”
is defined in Section 6.2.


 


“Subsidiary”
means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons






    	Schedule B-10



    	




    
performing similar functions) of
such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such
Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership or joint
venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).
Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
Company.


 


“Subsidiary Guarantee”
is defined in Section 1.2.


 


“Subsidiary Guarantor”
means any Subsidiary that has executed and delivered the Subsidiary Guarantee or the accession agreement thereto pursuant to the
provisions of this Agreement and the Subsidiary Guarantee.


 


“Subsidiary Stock”
means, with respect to any Person, the Capital Stock (or any options or warrants to purchase stock, shares or other Securities
exchangeable for or convertible into stock or shares) of any Subsidiary of such Person.


 


“Successor Corporation”
is defined in Section 10.2.


 


“Transfer”
means, with respect to any Person, any transaction in which such Person sells, conveys, transfers or leases (as lessor)
any of its property, including, without limitation, any transfer or issuance of any Subsidiary Stock. For purposes of determining
the application of the Net Proceeds in respect of any Transfer, the Company may designate any Transfer as one or more separate
Transfers each yielding separate Net Proceeds. In any such case, (a) the Disposition Value of any property subject to each
such separate Transfer and (b) the amount of Consolidated Total Assets attributable to any property subject to each such separate
Transfer shall be determined by ratably allocating the aggregate Disposition Value of, and the aggregate Consolidated Total Assets
attributable to, all property subject to all such separate Transfers to each such separate Transfer on a proportionate basis.


 


“Transfer Prepayment
Date” is defined in Section 8.4(a).


 


“Transfer Prepayment
Offer” is defined in Section 8.4(a).


 


“USA PATRIOT Act”
means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.


 


“U.S. Economic
Sanctions” is defined in Section 5.16(a).


 


“Voting Stock”
means, with respect to any Person, capital stock (or other equity interests) of any class or classes of a corporation, an association
or another business entity the holders of which are ordinarily, in the absence of contingencies, entitled to vote in the election
of corporate directors (or individuals performing similar functions) of such Person or which permit the holders thereof to control
the management of such Person, including general partnership interests in a partnership and membership interests in a limited liability
company.






    	Schedule B-11



    	




    


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’
qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned
Subsidiaries at such time.








    	Schedule B-12



    	




    
SCHEDULE 1.2


 


SUBSIDIARY GUARANTORS


 


	Name of Company	 	Jurisdiction of Organization	 	Equity Interest
	 	 	 	 	 	 
	Dy 4, Inc.	 	 	      Delaware	 	100%

	Curtiss-Wright Electro-Mechanical Corporation	 	 	      Delaware	 	100%

	Tapco International Inc	 	 	      Delaware	 	100%

	Benshaw, Inc.	 	 	      Pennsylvania	 	100%

	Cimarron Energy, Inc.	 	 	      Delaware	 	100%

	Williams Controls, Inc.	 	 	      Delaware	 	100%




 


Schedule 1.2



    	 



    	




    
SCHEDULE 3


 


PAYMENT INSTRUCTIONS AT EACH CLOSING


 


Payments by wire should be made to:


 


	Bank:	BNY Mellon Bank
	 	500 Ross Street
	 	Pittsburgh, PA
	ABA: 	043 000 261
	Account: 	166-3113
	Account Name: 	Curtiss-Wright Corporation


 


Schedule 3


    	 



    	




    

SCHEDULE 4.9


 


CHANGES IN CORPORATE STRUCTURE


 


None


 


Schedule 4.9




    	 



    	




    

SCHEDULE 5.3


 


DISCLOSURE MATERIALS


 


None

 


Schedule 5.4-1


    	 



    	




    

SCHEDULE 5.4


 


SUBSIDIARIES OF THE COMPANY &


OWNERSHIP OF SUBSIDIARY STOCK


 


Curtiss-Wright Corporation and Subsidiaries


 


	Name of Company	 	Jurisdiction of Organization	 	Equity Interest
	 	 	 	 	 	 
	Curtiss-Wright Corporation	 	 	Delaware	 	 
	Metal Improvement Company, LLC	 	 	Delaware	 	100% - CWST
	Curtiss-Wright Surface Technologies, LLC	 	 	Delaware	 	100% - CWC
	Ytstruktur Arboga AB	 	 	Sweden	 	100% - MIC
	Curtiss-Wright Electro-Mechanical Corporation	 	 	Delaware	 	100% - CWFC
	Curtiss-Wright Flow Control Corporation	 	 	New York	 	100% - CWC
	Curtiss-Wright Flow Control Company Canada	 	 	Nova Scotia, Canada	 	100% - CWFC
	Curtiss-Wright Flow Control Service Corporation	 	 	Delaware	 	100% - CWC
	Curtiss-Wright Flow Control (U.K.) Ltd.	 	 	London, England	 	100% - CWCV
	Curtiss-Wright Flow Control Company-Korea	 	 	Korea	 	80% - CWFC
	Curtiss-Wright Netherlands CV (Partnership)	 	 	Netherlands	 	88.3% - CWCtrls
	 	 	 	 	 	0.1% - CWC
	 	 	 	 	 	11.5% - CWFC
	 	 	 	 	 	0.1% - CWIS
	Curtiss-Wright Netherlands BV	 	 	Netherlands	 	100% - CWCV
	Curtiss-Wright Controls, Inc.	 	 	Delaware	 	100% - CWC
	Curtiss-Wright Antriebstechnik, GmbH	 	 	Switzerland	 	99.95% - CWCtrls
	 	 	 		 	0.05% - CWC
	Curtiss-Wright Controls (UK) Ltd.	 	 	UK	 	100% - CWCV
	Curtiss-Wright Controls Integrated Sensing, Inc	 	 	Delaware	 	100% - CWCtrls
	Dy4, Inc.	 	 	Delaware	 	100% - CWCtrls
	Dy4 Systems, Inc.	 	 	Ontario, Canada	 	100% - CWCtrls
	Dy4 Systems UK Limited	 	 	England	 	100% - D4S
	Indal Technologies, Inc.	 	 	Ontario, Canada	 	100% - CWCtrls
	Novatronics, Inc.	 	 	Prince Edward Is.,	 	100% - CWAT
	Peerless Instrument Co., Inc.	 	 	New York	 	100% - CWC
	Penny & Giles Controls, Ltd	 	 	England & Wales	 	100% - CWCLTD
	Penny & Giles Aerospace, Ltd.	 	 	England & Wales	 	100% - CWCLTD
	Penny & Giles GmbH	 	 	Germany	 	100% - CWBV
	Primagraphics (Holdings) Ltd.	 	 	England & Wales	 	100% - CWCLTD
	Primagraphics Limited	 	 	England & Wales	 	100% - CWCLTD
	Curtiss-Wright Controls Electronic Systems, Inc.	 	 	California	 	100% - CWCtrls
	Tapco International Inc	 	 	Delaware	 	100% - CWFC
	Solenoid Valve Ltd	 	 	Russia JV	 	50% - CWFC
	Benshaw, Inc.	 	 	Pennsylvania	 	100% - CWFC
	Benshaw Canada Controls, Inc.	 	 	Ontario, Canada	 	100% - BEN


 


Schedule 5.4-1





    	 



    	




    
	Benshaw Custom Fabricators, Inc.	 	 	Ontario, Canada	 	100% - BEN
	Benshaw de Mexico, S.A.DE C.V.	 	 	Mexico	 	99% - BEN
	 	 	 	 	 	1% - CWEMC
	Metal Improvement Company Technology Service (Suzhou) Ltd	  	  	China	 	100% - MIC
	Metal Improvement Company Technology Service (Tianjin) Ltd	 	 	China	 	100% - MIC
	Curtiss-Wright Surface Technologies India Private Limited	 	 	India	 	100% - MIC
	Metal Improvement GmbH	 	 	Switzerland	 	100% - MIC
	Curtiss-Wright (Tianjin) Flow Control Co. Ltd.	 	 	China	 	100% - CWFC
	Benshaw China, Inc.	 	 	Delaware	 	100% - BEN
	Benshaw Electric (Shanghai) Co., LTD	 	 	China	 	100% - BEN
	EST Group, Inc.	 	 	Pennsylvania	 	100% - TAP
	EST Group B.V.	 	 	Netherlands	 	100% - TAP
	Groth Equipment Corporation of Louisiana	 	 	Louisiana	 	100% - CWFSC
	Nova Machine Products, Inc.	 	 	Delaware	 	100% - CWFSC
	Curtiss-Wright Controls de Mexico, S.A.de C.V.	 	 	Mexico	 	99.98% - CWIS
		 	 	 	 	0.02% - CWCtrls
	Predator Systems, Inc.	 	 	Florida	 	100% - CWCtrls
	Curtiss-Wright Controls Costa Rica, S.A.	 	 	Costa Rica	 	100% - CWCtrls
	ACRA Control Inc.	 	 	Maryland	 	100% - CWCtrls
	ACRA Control Limited	 	 	Ireland	 	100% - CWCLTD
	Mechetronics (Zhuhai) Solenoid Company Limited	 	 	China	 	100% - MAL
	Mechetronics Asia Limited	 	 	Hong Kong	 	100% - CWCLTD
	Specialist Electronics Services Limited	 	 	England	 	100% - CWCLTD
	Curtiss-Wright Integrated Sensing (SIP) Limited	 	 	China	 	100% - MAL
	Curtiss-Wright Controls AS	 	 	Norway	 	100% - D4I
	3D-Radar AS	 	 	Norway	 	100% - CWCAS
	Vsystems Electronic GmbH	 	 	Germany	 	100% - CWCAS
	Vsystems S.A.S	 	 	France	 	100% - CWCAS
	IMR Test Labs - Singapore Pte. Ltd.	 	 	Singapore	 	100% - MIC
	Williams Controls Inc.	 	 	Delaware	 	100% - CWCtrls
	Williams Controls Industries, Inc.	 	 	Delaware	 	100% - WCI
	Williams Controls India Private Limited	 	 	India	 	100% - WCI
	Williams Controls Europe GmbH	 	 	Germany	 	100% - WCI
	Williams (Suzhou) Controls Co. Ltd	 	 	China	 	100% - WCI
	Kenco/Williams Inc.	 	 	Germany	 	100% - WCI
	Exlar Corp.	 	 	Minnesota	 	100% - CWCtrls
	Exlar Europe GmbH	 	 	Germany	 	100% - EXL
	A.P. Holdco LLC	 	 	Delaware	 	100%- CWFSC
	A.P. Services LLC	 	 	Delaware	 	100%- APH
	Cimarron Energy Holding LLC	 	 	Delaware	 	100%- TAP
	Cimarron Energy Inc.	 	 	Delaware	 	100%- CEH


 


Schedule 5.4-2





    	 



    	




    
KEY


APH - AP Holdco LLC


BEN – Benshaw, Inc.


CEH - Cimarron Energy Holding LLC


CWAT - Curtiss-Wright Antriebstechnik, GmbH


CWBV - Curtiss-Wright Netherlands BV


CWC – Curtiss-Wright Corporation


CWCAS - Curtiss-Wright Controls AS


CWCLTD - Curtiss-Wright Controls (UK) Ltd.


CWCtrls – Curtiss-Wright Controls, Inc.


CWCV - Curtiss-Wright Netherlands CV


CWEMC - Curtiss-Wright Electro-Mechanical Corporation


CWFC – Curtiss-Wright Flow Control Corporation


CWFSC – Curtiss-Wright Flow Control Service Corporation


CWIS – Curtiss-Wright Integrated Sensing, Inc.


CWST – Curtiss-Wright Surface Technologies, LLC


D4I – Dy 4, Inc.


D4S – Dy 4 Systems, Inc.


EXL - Exlar Corp.


MAL - Mechetronics Asia Limited


MIC – Metal Improvement Company, LLC


TAP – Tapco International, Inc.


WCI - Williams Controls Inc.

 


Schedule 5.4-3


    	 



    	




    

SCHEDULE 5.5


 


FINANCIAL STATEMENTS


 


Annual Report for the fiscal year ending December
31, 2012, and corresponding financial statements as filed with the United States Securities and Exchange Commission on Forms 10-K
for same period.

 


Schedule 5.5


    	 



    	




    

SCHEDULE 5.8


 


CERTAIN LITIGATION


 


SIGNIFICANT OUTSTANDING LEGAL PROCEEDINGS
AGAINST CURTISS-WRIGHT CORPORATION AND CONSOLIDATED SUBSIDIARIES


 


None

 


Schedule 5.8


    	 



    	




    

SCHEDULE 5.10


 


TITLE TO PROPERTY


 


None


 


Schedule 5.10



    	 



    	




    

SCHEDULE 5.11



 


LICENSES & PERMITS



 


None


 


Schedule 5.11



    	 



    	




    

SCHEDULE 5.12



 


ERISA AFFILIATES, EMPLOYEE BENEFIT PLANS


 


Benefit Plans


 


Curtiss-Wright Corporation Retirement Plan


Curtiss-Wright Corporation Savings & Investment Plan


Curtiss-Wright Electro Mechancial Division Pension Plan (CWEMC
only)


Curtiss-Wright Corporation Executive Deferred Compensation
Plan


Curtiss-Wright Corporation Employee Stock Purchase Plan


Curtiss-Wright Corporation Benefits Restoration Plan


Curtiss-Wright Corporation Employee Health Benefit Plans (medical,
dental and prescription)


Curtiss-Wright Electro Mechancial Corporation Savings Plan


Curtiss-Wright Corporation Tuition Plan (not offered at MIC)


Curtiss-Wright Corporation Life Insurance


Curtiss-Wright Corporation Long Term Disability


Curtiss-Wright Corporation Salary Continuation Plan


Curtiss-Wright Corporation Flexible Spending Account


Curtiss-Wright Corporation Business Travel Accident Insurance


Curtiss-Wright Corporation Voluntary Accident Insurance


Curtiss-Wright Corporation Survivor Support Plan


Curtiss-Wright Corporation Severance Allowance Plans


Curtiss-Wright Corporation Legal Plan


Curtiss-Wright Corporation Son’s & Daughter’s
Scholarship Program


Curtiss-Wright Group Legal Plan


Curtiss-Wright Group Financial Planning Plan


Curtiss-Wright Corporation Long Term Incentive Program


Curtiss-Wright Corporation Modified Incentive Compensation
Program


Curtiss-Wright Corporation Short Term Disability (NJ, NY, CA)


Curtiss-Wright Corporation Relocation Program


Curtiss-Wright Financial Planning Program (Officer plan)


Curtiss-Wright Executive Physical Plan (Officer and VP/GM level
only)


 


Schedule 5.12



    	 



    	




    





SCHEDULE 5.15


 



EXISTING DEBT IN EXCESS OF $1,000,000


 






Debt


 


Third Amended and Restated Credit Agreement dated August 9,
2012 among the Issuers, certain other subsidiaries of the Company, Bank of America, N.A., as administrative agent and the lenders
party thereto. The facility offers a maximum of $500 million over five years to the Company. The facility expires August 9, 2017.


 


$125MM in 5.74% Series B Senior Guaranteed Notes due September
25, 2013.



 


$150MM in 5.51% Series C Senior Guaranteed Notes due December
1, 2017.



 


$100MM in 3.84% Series D Senior Guaranteed Notes due December
1, 2021.



 


$200MM in 4.24% Series E Senior Guaranteed Notes due December
1, 2026.


 


Cleveland County Industrial Revenue Bond, Curtiss-Wright Controls,
Inc., as Borrower, in the amount of $8,400,000.00 with a maturity date of November 1, 2023.


 


Schedule 5.15


    	 



    	




    
EXHIBIT 1.1(a)


 


FORM OF SERIES F NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.


 


CURTISS-WRIGHT CORPORATION


CURTISS-WRIGHT CONTROLS, INC.


METAL IMPROVEMENT COMPANY, LLC


CURTISS-WRIGHT FLOW CONTROL CORPORATION


CURTISS-WRIGHT FLOW CONTROL SERVICE
CORPORATION


CURTISS-WRIGHT SURFACE TECHNOLOGIES,
LLC


 


3.70%
Series F Senior Guaranteed Note due FEBRUARY 26, 2023


 


	No. RF-[____]	[Date]
	$[______]	PPN:  23157# AF6


 


FOR VALUE RECEIVED,
each of the undersigned, CURTISS-WRIGHT CORPORATION, a Delaware corporation (together with its successors and assigns, the
“Company”), CURTISS-WRIGHT CONTROLS, INC., a Delaware corporation (together with its successors and assigns,
“C-W Controls”), METAL IMPROVEMENT COMPANY, LLC, a Delaware limited liability company (together with
its successors and assigns, “Metal”), CURTISS-WRIGHT FLOW CONTROL CORPORATION, a New York corporation
(together with its successors and assigns, “C-W Flow”), CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION,
a Delaware corporation (together with its successors and assigns “C-W Flow Control Service”) and CURTISS-WRIGHT
SURFACE TECHNOLOGIES, LLC, a Delaware limited liability company (“C-W Surface” and together with the Company,
C-W Controls, Metal, C-W Flow and C-W Flow Control Service, individually, an “Issuer” and collectively, the
“Issuers”), hereby jointly and severally promises to pay to [_______________________] or registered assigns,
the principal sum of [____________________] DOLLARS ($[____________]) on February 26, 2023 with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.70% per annum from the
date hereof, payable semiannually, on the 26th day of August and February in each year, commencing with the August or February
next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted
by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i)
5.70% or (ii) 2% over the rate of interest publicly


 


Exhibit 1.1(a)



    	 



    	




    
announced by JPMorgan
Chase Bank, N.A., from time to time in New York, New York as its “base” or “prime” rate.


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the address shown in the register maintained by the Company for such purpose or at such other place as the Issuers shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Series F Senior Notes (herein called the “Notes”) issued pursuant to that certain Note Purchase
Agreement, dated as of February 26, 2013 (as from time to time amended, the “Note Purchase Agreement”), between
the Issuers and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (a) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (b) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.

 

Exhibit 1.1(a) 



    	 



    	




    

This
NOTE shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State
of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction
other than such State.


 


	 	CURTISS-WRIGHT CORPORATION	 
	 	CURTISS-WRIGHT CONTROLS, INC.	 
	 	METAL IMPROVEMENT COMPANY,	 
	 	LLC	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	CORPORATION	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	SERVICE CORPORATION	 
	 	CURTISS-WRIGHT SURFACE	 
	 	TECHNOLOGIES, LLC	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


Exhibit 1.1(a)



    	 



    	




    

EXHIBIT 1.1(b)


 


FORM OF SERIES G NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.


 


CURTISS-WRIGHT CORPORATION


CURTISS-WRIGHT CONTROLS, INC.


METAL IMPROVEMENT COMPANY, LLC


CURTISS-WRIGHT FLOW CONTROL CORPORATION


CURTISS-WRIGHT FLOW CONTROL SERVICE
CORPORATION


CURTISS-WRIGHT SURFACE TECHNOLOGIES,
LLC


 


3.85%
Series G Senior Guaranteed Note due FEBRUARY 26, 2025 





 


	No. RG-[____]	[Date]
	$[______]	PPN:  23157# AG4


 


FOR VALUE RECEIVED,
each of the undersigned, CURTISS-WRIGHT CORPORATION, a Delaware corporation (together with its successors and assigns, the
“Company”), CURTISS-WRIGHT CONTROLS, INC., a Delaware corporation (together with its successors and assigns,
“C-W Controls”), METAL IMPROVEMENT COMPANY, LLC, a Delaware limited liability company (together with
its successors and assigns, “Metal”), CURTISS-WRIGHT FLOW CONTROL CORPORATION, a New York corporation
(together with its successors and assigns, “C-W Flow”), CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION,
a Delaware corporation (together with its successors and assigns “C-W Flow Control Service”) and CURTISS-WRIGHT
SURFACE TECHNOLOGIES, LLC, a Delaware limited liability company (“C-W Surface” and together with the Company,
C-W Controls, Metal, C-W Flow and C-W Flow Control Service, individually, an “Issuer” and collectively, the
“Issuers”), hereby jointly and severally promises to pay to [_______________________] or registered assigns,
the principal sum of [____________________] DOLLARS ($[____________]) on February 26, 2025 with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.85% per annum from the
date hereof, payable semiannually, on the 26th day of August and February in each year, commencing with the August or February
next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted
by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i)
5.85% or (ii) 2% over the rate of interest publicly

 

Exhibit 1.1(b)



    	 



    	




    
announced by JPMorgan Chase Bank, N.A., from time to time in New York, New
York as its “base” or “prime” rate.


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the address shown in the register maintained by the Company for such purpose or at such other place as the Issuers shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Series G Senior Notes (herein called the “Notes”) issued pursuant to that certain Note Purchase
Agreement, dated as of February 26, 2013 (as from time to time amended, the “Note Purchase Agreement”), between
the Issuers and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (a) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (b) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.

 

Exhibit 1.1(b)



    	 



    	




    

This
NOTE shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State
of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction
other than such State.


 


	 	CURTISS-WRIGHT CORPORATION	 
	 	CURTISS-WRIGHT CONTROLS, INC.	 
	 	METAL IMPROVEMENT COMPANY,	 
	 	LLC	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	CORPORATION	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	SERVICE CORPORATION	 
	 	CURTISS-WRIGHT SURFACE	 
	 	TECHNOLOGIES, LLC	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


Exhibit 1.1(b)



    	 



    	




    

EXHIBIT 1.1(c)


 


FORM OF SERIES H NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.


 


CURTISS-WRIGHT CORPORATION


CURTISS-WRIGHT CONTROLS, INC.


METAL IMPROVEMENT COMPANY, LLC


CURTISS-WRIGHT FLOW CONTROL CORPORATION


CURTISS-WRIGHT FLOW CONTROL SERVICE
CORPORATION


CURTISS-WRIGHT SURFACE TECHNOLOGIES,
LLC


 


4.05%
Series H Senior Guaranteed Note due FEBRUARY 26, 2028 





 


	No. RH-[____]	[Date]
	$[______]	PPN:  23157# AH2


 


FOR VALUE RECEIVED,
each of the undersigned, CURTISS-WRIGHT CORPORATION, a Delaware corporation (together with its successors and assigns, the
“Company”), CURTISS-WRIGHT CONTROLS, INC., a Delaware corporation (together with its successors and assigns,
“C-W Controls”), METAL IMPROVEMENT COMPANY, LLC, a Delaware limited liability company (together with
its successors and assigns, “Metal”), CURTISS-WRIGHT FLOW CONTROL CORPORATION, a New York corporation
(together with its successors and assigns, “C-W Flow”), CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION,
a Delaware corporation (together with its successors and assigns “C-W Flow Control Service”) and CURTISS-WRIGHT
SURFACE TECHNOLOGIES, LLC, a Delaware limited liability company (“C-W Surface” and together with the Company,
C-W Controls, Metal, C-W Flow and C-W Flow Control Service, individually, an “Issuer” and collectively, the
“Issuers”), hereby jointly and severally promises to pay to [_______________________] or registered assigns,
the principal sum of [____________________] DOLLARS ($[____________]) on February 26, 2028 with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.05% per annum from the
date hereof, payable semiannually, on the 26th day of August and February in each year, commencing with the August or February
next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted
by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i)
6.05% or (ii) 2% over the rate of interest publicly

 

Exhibit 1.1(c)



    	 



    	




    
announced by JPMorgan Chase Bank, N.A., from time to time in New York, New
York as its “base” or “prime” rate.


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the address shown in the register maintained by the Company for such purpose or at such other place as the Issuers shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Series H Senior Notes (herein called the “Notes”) issued pursuant to that certain Note Purchase
Agreement, dated as of February 26, 2013 (as from time to time amended, the “Note Purchase Agreement”), between
the Issuers and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (a) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (b) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.

 

Exhibit 1.1(c)



    	 



    	




    

This
NOTE shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State
of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction
other than such State.


 


	 	CURTISS-WRIGHT CORPORATION	 
	 	CURTISS-WRIGHT CONTROLS, INC.	 
	 	METAL IMPROVEMENT COMPANY,	 
	 	LLC	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	CORPORATION	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	SERVICE CORPORATION	 
	 	CURTISS-WRIGHT SURFACE	 
	 	TECHNOLOGIES, LLC	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 	 
	 	Title:	 	 


 



Exhibit 1.1(c)


    	 



    	




    

EXHIBIT 1.1(d)


 


FORM OF SERIES I NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.


 


CURTISS-WRIGHT CORPORATION


CURTISS-WRIGHT CONTROLS, INC.


METAL IMPROVEMENT COMPANY, LLC


CURTISS-WRIGHT FLOW CONTROL CORPORATION


CURTISS-WRIGHT FLOW CONTROL SERVICE
CORPORATION


CURTISS-WRIGHT SURFACE TECHNOLOGIES,
LLC


 


4.11%
Series I Senior Guaranteed Note due SEPTEMBER 26, 2028 





 


	No. RI-[____]	[Date]
	$[______]	PPN:  23157# AJ8


 


FOR VALUE RECEIVED,
each of the undersigned, CURTISS-WRIGHT CORPORATION, a Delaware corporation (together with its successors and assigns, the
“Company”), CURTISS-WRIGHT CONTROLS, INC., a Delaware corporation (together with its successors and assigns,
“C-W Controls”), METAL IMPROVEMENT COMPANY, LLC, a Delaware limited liability company (together with
its successors and assigns, “Metal”), CURTISS-WRIGHT FLOW CONTROL CORPORATION, a New York corporation
(together with its successors and assigns, “C-W Flow”), CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION,
a Delaware corporation (together with its successors and assigns “C-W Flow Control Service”) and CURTISS-WRIGHT
SURFACE TECHNOLOGIES, LLC, a Delaware limited liability company (“C-W Surface” and together with the Company,
C-W Controls, Metal, C-W Flow and C-W Flow Control Service, individually, an “Issuer” and collectively, the
“Issuers”), hereby jointly and severally promises to pay to [_______________________] or registered assigns,
the principal sum of [____________________] DOLLARS ($[____________]) on September 26, 2028 with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.11% per annum from the
date hereof, payable semiannually, on the 26th day of March and September in each year, commencing with the March or September
next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted
by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i)
6.11% or (ii) 2% over the rate of interest publicly


 


Exhibit 1.1(d)



    	 



    	




    
announced by JPMorgan Chase Bank, N.A., from time to time in New York, New
York as its “base” or “prime” rate.


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the address shown in the register maintained by the Company for such purpose or at such other place as the Issuers shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Series I Senior Notes (herein called the “Notes”) issued pursuant to that certain Note Purchase
Agreement, dated as of February 26, 2013 (as from time to time amended, the “Note Purchase Agreement”), between
the Issuers and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (a) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (b) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


Exhibit 1.1(d)



    	 



    	




    

This
NOTE shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State
of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction
other than such State.


 


	 	CURTISS-WRIGHT CORPORATION	 
	 	CURTISS-WRIGHT CONTROLS, INC.	 
	 	METAL IMPROVEMENT COMPANY,	 
	 	LLC	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	CORPORATION	 
	 	CURTISS-WRIGHT FLOW CONTROL	 
	 	SERVICE CORPORATION	 
	 	CURTISS-WRIGHT SURFACE	 
	 	TECHNOLOGIES, LLC	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 	 
	 	Title:	 	 


 


Exhibit 1.1(d)



    	 



    	




    

EXHIBIT 1.2


 


FORM OF SUBSIDIARY GUARANTEE















    	Exhibit 1.2-1



    	




    
EXHIBIT 4.4(a)(1)


 


FORM OF OPINION OF ASSOCIATE GENERAL
COUNSEL 


FOR THE ISSUERS AND THE SUBSIDIARY GUARANTORS










    	Exhibit 4.4(a)(1)-1



    	




    




EXHIBIT 4.4(a)(2)


 


FORM OF OPINION OF ASSOCIATE GENERAL
COUNSEL


FOR THE ISSUERS AND THE SUBSIDIARY GUARANTORS 







    	Exhibit 4.4(a)(2)-1



    	




    




EXHIBIT 4.4(b)


 


FORM OF OPINION OF SPECIAL COUNSEL


FOR THE PURCHASERS









    	Exhibit 4.4(b)-1



    	




    




EXHIBIT 4.11





 


FORM OF SIDE LETTER








    	Exhibit 4.11-1