Exhibit 10.1

Execution Copy







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


$300,000,000


3.84% Series D Senior Guaranteed Notes due
December 1, 2021
4.24% Series E Senior Guaranteed Notes due
December 1, 2026


	
 

	
 

	
 


	
 

	




	
 


	
 


	
NOTE PURCHASE AGREEMENT


	
 


	
 

	




	
 




Dated as of December 8, 2011










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.

	
CLOSING

	
 

	
2


	
 

	
 

	
 

	
 


	
4.

	
CONDITIONS
TO CLOSING

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
 

	
4.1.

	
Representations
and Warranties

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
 

	
4.2.

	
Performance;
No Default

	
 

	
3


	
 

	
 

	
 

	
 

	
 


	
 

	
4.3.

	
Compliance
Certificates

	
 

	
3


	
 

	
 

	
 

	
 

	
 


	
 

	
4.4.

	
Opinions of
Counsel

	
 

	
3


	
 

	
 

	
 

	
 

	
 


	
 

	
4.5.

	
Purchase
Permitted By Applicable Law, etc

	
 

	
4


	
 

	
 

	
 

	
 

	
 


	
 

	
4.6.

	
Sale of
Other Notes

	
 

	
4


	
 

	
 

	
 

	
 

	
 


	
 

	
4.7.

	
Payment of
Special Counsel Fees

	
 

	
4


	
 

	
 

	
 

	
 

	
 


	
 

	
4.8.

	
Private
Placement Number

	
 

	
4


	
 

	
 

	
 

	
 

	
 


	
 

	
4.9.

	
Changes in
Corporate Structure

	
 

	
4


	
 

	
 

	
 

	
 

	
 


	
 

	
4.10.

	
Subsidiary
Guarantee

	
 

	
4


	
 

	
 

	
 

	
 

	
 


	
 

	
4.11.

	
Funding
Instructions

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
 

	
4.12.

	
Offeree
Letters

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
 

	
4.13.

	
Amendment to
Credit Agreement

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
 

	
4.14.

	
Proceedings
and Documents

	
 

	
5


	
 

	
 

	
 

	
 


	
5.

	
REPRESENTATIONS
AND WARRANTIES OF THE ISSUERS

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
 

	
5.1.

	
Organization;
Power and Authority

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
 

	
5.2.

	
Authorization,
etc

	
 

	
6


	
 

	
 

	
 

	
 

	
 


	
 

	
5.3.

	
Disclosure

	
 

	
6


	
 

	
 

	
 

	
 

	
 


	
 

	
5.4.

	
Organization
and Ownership of Shares of Subsidiaries

	
 

	
7


	
 

	
 

	
 

	
 

	
 


	
 

	
5.5.

	
Financial
Statements

	
 

	
7


	
 

	
 

	
 

	
 

	
 


	
 

	
5.6.

	
Compliance
with Laws, Other Instruments, etc

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
5.7.

	
Governmental
Authorizations, etc

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
5.8.

	
Litigation;
Observance of Statutes and Orders

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
5.9.

	
Taxes

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
5.10.

	
Title to
Property; Leases

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
5.11.

	
Licenses,
Permits, etc

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
5.12.

	
Compliance
with ERISA

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
5.13.

	
Private
Offering by the Issuers

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
5.14.

	
Use of
Proceeds; Margin Regulations

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
 

	
5.15.

	
Existing
Debt

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
 

	
5.16.

	
Foreign
Assets Control Regulations, etc

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
 

	
5.17.

	
Status under
Certain Statutes

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
 

	
5.18.

	
Pari Passu
Ranking

	
 

	
12


	
 

	
 

	
 

	
 


	
6.

	
REPRESENTATIONS
OF THE PURCHASERS

	
 

	
12




i





TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	





	
 

	
 

	
 

	
 

	
 


	
 

	
6.1.

	
Purchase for
Investment

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
 

	
6.2.

	
Source of
Funds

	
 

	
13


	
 

	
 

	
 

	
 


	
7.

	
INFORMATION
AS TO COMPANY

	
 

	
15


	
 

	
 

	
 

	
 

	
 


	
 

	
7.1.

	
Financial
and Business Information

	
 

	
15


	
 

	
 

	
 

	
 

	
 


	
 

	
7.2.

	
Officer’s
Certificate

	
 

	
17


	
 

	
 

	
 

	
 

	
 


	
 

	
7.3.

	
Inspection

	
 

	
18


	
 

	
 

	
 

	
 


	
8.

	
PREPAYMENT
OF THE NOTES

	
 

	
18


	
 

	
 

	
 

	
 

	
 


	
 

	
8.1.

	
Required
Prepayments

	
 

	
18


	
 

	
 

	
 

	
 

	
 


	
 

	
8.2.

	
Optional
Prepayments with Make-Whole Amount

	
 

	
18


	
 

	
 

	
 

	
 

	
 


	
 

	
8.3.

	
Prepayment
of Notes Upon Change in Control

	
 

	
19


	
 

	
 

	
 

	
 

	
 


	
 

	
8.4.

	
Offer to
Prepay upon the Sale of Certain Assets

	
 

	
20


	
 

	
 

	
 

	
 

	
 


	
 

	
8.5.

	
Allocation
of Partial Prepayments

	
 

	
21


	
 

	
 

	
 

	
 

	
 


	
 

	
8.6.

	
Maturity;
Surrender, etc

	
 

	
21


	
 

	
 

	
 

	
 

	
 


	
 

	
8.7.

	
Purchase of
Notes

	
 

	
21


	
 

	
 

	
 

	
 

	
 


	
 

	
8.8.

	
Make-Whole
Amount

	
 

	
22


	
 

	
 

	
 

	
 


	
9.

	
AFFIRMATIVE
COVENANTS

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
 

	
9.1.

	
Compliance
with Law

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
 

	
9.2.

	
Insurance

	
 

	
24


	
 

	
 

	
 

	
 

	
 


	
 

	
9.3.

	
Maintenance
of Properties

	
 

	
24


	
 

	
 

	
 

	
 

	
 


	
 

	
9.4.

	
Payment of
Taxes

	
 

	
24


	
 

	
 

	
 

	
 

	
 


	
 

	
9.5.

	
Corporate
Existence, etc

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
 

	
9.6.

	
Additional
Subsidiary Guarantors

	
 

	
25


	
 

	
 

	
 

	
 


	
10.

	
NEGATIVE
COVENANTS

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
 

	
10.1.

	
Transactions
with Affiliates

	
 

	
25


	
 

	
 

	
 

	
 

	
 


	
 

	
10.2.

	
Mergers and
Consolidations

	
 

	
26


	
 

	
 

	
 

	
 

	
 


	
 

	
10.3.

	
Sale of
Assets

	
 

	
26


	
 

	
 

	
 

	
 

	
 


	
 

	
10.4.

	
Limitation
on Consolidated Debt

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
10.5.

	
Limitation
on Priority Debt

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
10.6.

	
Minimum
Consolidated Net Worth

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
10.7.

	
Limitation
on Liens

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
10.8.

	
Nature of
Business

	
 

	
30


	
 

	
 

	
 

	
 

	
 


	
 

	
10.9.

	
Material
Subsidiaries

	
 

	
30


	
 

	
 

	
 

	
 

	
 


	
 

	
10.10.

	
Terrorism
Sanctions Regulations

	
 

	
30


	
 

	
 

	
 

	
 


	
11.

	
EVENTS OF
DEFAULT

	
 

	
30


	
 

	
 

	
 

	
 


	
12.

	
REMEDIES ON
DEFAULT, ETC

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
 

	
12.1.

	
Acceleration

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
 

	
12.2.

	
Other
Remedies

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
 

	
12.3.

	
Rescission

	
 

	
33




ii





TABLE OF CONTENTS
(continued)


	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
Page

	
 
	
 
	
 
	
 
	



	
 
	
 
	
 
	
 
	
 

	
 
	
12.4.
	
No Waivers
or Election of Remedies, Expenses, etc
	
 
	
34

	
 
	
 
	
 
	
 

	
13.
	
REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES
	
 
	
34

	
 
	
 
	
 
	
 
	
 

	
 
	
13.1.
	
Registration
of Notes
	
 
	
34

	
 
	
 
	
 
	
 
	
 

	
 
	
13.2.
	
Transfer and
Exchange of Notes
	
 
	
34

	
 
	
 
	
 
	
 
	
 

	
 
	
13.3.
	
Replacement
of Notes
	
 
	
35

	
 
	
 
	
 
	
 

	
14.
	
PAYMENTS ON
NOTES
	
 
	
35

	
 
	
 
	
 
	
 
	
 

	
 
	
14.1.
	
Place of
Payment
	
 
	
35

	
 
	
 
	
 
	
 
	
 

	
 
	
14.2.
	
Home Office
Payment
	
 
	
35

	
 
	
 
	
 
	
 
	
 

	
 
	
14.3.
	
Status of
Purchasers
	
 
	
36

	
 
	
 
	
 
	
 

	
15.
	
EXPENSES,
ETC
	
 
	
37

	
 
	
 
	
 
	
 
	
 

	
 
	
15.1.
	
Transaction
Expenses
	
 
	
37

	
 
	
 
	
 
	
 
	
 

	
 
	
15.2.
	
Survival
	
 
	
38

	
 
	
 
	
 
	
 

	
16.
	
SURVIVAL OF
REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
	
 
	
38

	
 
	
 
	
 
	
 

	
17.
	
AMENDMENT
AND WAIVER
	
 
	
38

	
 
	
 
	
 
	
 
	
 

	
 
	
17.1.
	
Requirements
	
 
	
38

	
 
	
 
	
 
	
 
	
 

	
 
	
17.2.
	
Solicitation
of Holders of Notes
	
 
	
38

	
 
	
 
	
 
	
 
	
 

	
 
	
17.3.
	
Binding
Effect, etc
	
 
	
39

	
 
	
 
	
 
	
 
	
 

	
 
	
17.4.
	
Notes held
by the Issuers, etc
	
 
	
39

	
 
	
 
	
 
	
 

	
18.
	
NOTICES
	
 
	
40

	
 
	
 
	
 
	
 

	
19.
	
REPRODUCTION
OF DOCUMENTS
	
 
	
40

	
 
	
 
	
 
	
 

	
20.
	
CONFIDENTIAL
INFORMATION
	
 
	
41

	
 
	
 
	
 
	
 

	
21.
	
SUBSTITUTION
OF PURCHASER
	
 
	
42

	
 
	
 
	
 
	
 

	
22.
	
MISCELLANEOUS
	
 
	
42

	
 
	
 
	
 
	
 
	
 

	
 
	
22.1.
	
Successors
and Assigns
	
 
	
42

	 
	 
	 
	 
	 

	
 
	
22.2.
	
Payments Due
on Non-Business Days
	
 
	
42

	 
	 
	 
	 
	 

	
 
	
22.3.
	
Severability
	
 
	
42

	 
	 
	 
	 
	 

	
 
	
22.4.
	
Accounting
Terms
	
 
	
43

	 
	 
	 
	 
	 

	
 
	
22.5.
	
Construction
	
 
	
43

	 
	 
	 
	 
	 

	
 
	
22.6.
	
Counterparts
	
 
	
44

	 
	 
	 
	 
	 

	
 
	
22.7.
	
Governing
Law
	
 
	
44



iii






SCHEDULES AND EXHIBITS


	
 

	
 

	
 


	
SCHEDULE A

	
—

	
Information
Relating to Purchasers


	
SCHEDULE B

	
—

	
Defined
Terms


	
SCHEDULE 1.2

	
—

	
Subsidiary
Guarantors


	
SCHEDULE 3

	
—

	
Payment
Instructions at 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
3.84% Series D Senior Guaranteed Note due December 1, 2021


	
EXHIBIT
1.1(b)

	
—

	
Form of
4.24% Series E Senior Guaranteed Note due December 1, 2026


	
EXHIBIT 1.2

	
—

	
Form of
Subsidiary Guarantee


	
EXHIBIT
4.4(a)

	
—

	
Form of
Opinion of Special Counsel for the Issuers and the Subsidiary Guarantors


	
EXHIBIT
4.4(b)

	
—

	
Form of
Opinion of Associate General Counsel to the Issuers and Subsidiary Guarantors


	
EXHIBIT
4.4(c)

	
—

	
Form of
Opinion of Special Counsel for the Purchasers




iv





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


3.84% Series D Senior Guaranteed Notes due
December 1, 2021

4.24% Series E Senior Guaranteed Notes due December 1, 2026


December 8, 2011


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)
$100,000,000 aggregate principal amount of their joint and several 3.84% Series
D Senior Guaranteed Notes due December 1, 2021 (including any amendments,
restatements or modifications from time to time, the “Series D Notes”), and (b) $200,000,000
aggregate principal amount of their joint and several 4.24% Series E Senior
Guaranteed Notes due December 1, 2026 (including any amendments, restatements
or modifications from time to time, the “Series
E Notes” and together with the Series D Notes, collectively, the “Notes” such term to include any such notes
issued in substitution therefor pursuant to Section 13 of this Agreement). The
Series D Notes and the Series E Notes shall be substantially in the form set
out in Exhibit 1.1(a) and Exhibit 1.1(b), 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
Closing 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.          CLOSING.


          The sale
and purchase of the Notes to be purchased by each of the Purchasers 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 “Closing”) on December 8,
2011. At the Closing the Issuers will deliver to each Purchaser the Notes to be
purchased by such Purchaser in the form of a single Note of each Series to be
purchased by such Purchaser (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 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 Closing the
Issuers shall fail to tender such Notes to any Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 shall not have
been fulfilled to each Purchaser’s satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights each such Purchaser may have by reason of such
failure or such nonfulfillment.


4.          CONDITIONS
TO CLOSING.


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


2





          4.2.
Performance; No Default.


          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 the Closing and immediately after giving effect to
the issue and sale of the Notes (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.


          4.3.
Compliance Certificates.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (b) Subsidiary
Guarantors’ Officer’s Certificate. Each of the Subsidiary Guarantors
shall have delivered to each Purchaser an Officer’s Certificate, dated the
date of the Closing, certifying that (i) the representations and warranties
contained in the Subsidiary Guarantee are true on and as of the 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 the Closing.


	
 

	
 


	
 

	
          (c) Issuer’s
Secretary’s Certificates. Each of the Issuers shall have delivered to
each Purchaser a certificate 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 Certificate. Each of the Subsidiary Guarantors
shall have delivered to each Purchaser a certificate 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.


          Each
Purchaser shall have received opinions in form and substance satisfactory to
it, dated the date of the Closing (a) from Satterlee Stephens Burke & Burke
LLP, special counsel for the Issuers and Subsidiary Guarantors, substantially
in the form set forth in Exhibit 4.4(a) 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 opinion
to each Purchaser), (b) from the Associate General Counsel for the Issuers and
Subsidiary Guarantors substantially in the form set forth in Exhibit 4.4(b)
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 opinion to each Purchaser) and (c) from Bingham
McCutchen LLP, the Purchasers’ special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(c) and
covering such other matters incident to such transactions as the Purchasers may
reasonably request.


3





          4.5.
Purchase Permitted By Applicable Law, etc.


          On the date
of the Closing each 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, each 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.


          4.6.
Sale of Other Notes.


          Contemporaneously
with the Closing, the Issuers shall sell to each Purchaser and each Purchaser
shall purchase the Notes to be purchased by it at the 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 the 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 the 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) 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





          4.11.
Funding Instructions.


          At least
three Business Days prior to the date of the Closing, each 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.


          4.12.
Offeree Letters.


          Each of
J.P. Morgan Securities LLC and SunTrust Capital Markets, Inc. 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 J.P. Morgan Securities LLC and SunTrust Capital
Markets, Inc.


          4.13.
Amendment to Credit Agreement.


          The Company
shall have delivered to the Purchasers a fully executed copy of that certain
Second Amendment to Credit Agreement, dated on or before the date hereof, by
and among the Company, Bank of America, N.A., as Administrative Agent, and each
of the lenders party thereto, with respect to that certain Second Amended and
Restated Credit Agreement, dated as of August 10, 2007, which amendment shall
be in full force and effect and in form and substance satisfactory to the
Purchasers. 


          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 each Purchaser and its special
counsel, and each 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





          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
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, J.P. Morgan Securities LLC and SunTrust Capital
Markets, Inc., has delivered to each Purchaser a copy of a Private Placement
Memorandum, dated October 2011 (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, 2010, 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.


6





          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 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).


7





          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 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



8





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.


          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 




9









	
 

	
 


	
 

	
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.


	
 

	
 


	
 

	
          (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, July 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.


10





          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.


          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 November 4, 2011, 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 Affiliated 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, U.S. Department of
Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a
department, agency or instrumentality of, or is otherwise controlled by or
acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or
(y) the government of a country subject to comprehensive U.S. economic
sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and
North Korea (each OFAC Listed Person and each other entity described in
clause (ii), a “Blocked Person”).



	
 

	
 


	
 

	
          (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, directly by the Company or indirectly through any Affiliated 




11









	
 

	
 


	
 

	
Entity, in connection with any investment in, or any transactions or
dealings with, any Blocked Person.


	
 

	
 


	
 

	
          (c) To
the Company’s actual knowledge after making due inquiry, neither the Company
nor any Affiliated Entity (i) is under investigation by any Governmental
Authority for, or has been charged with, or convicted of, money laundering,
drug trafficking, terrorist-related activities or other money laundering
predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has
been assessed civil penalties under any Anti-Money Laundering Laws or (iii)
has had any of its funds seized or forfeited in an action under any
Anti-Money Laundering Laws. The Company has taken reasonable measures
appropriate to the circumstances (in any event as required by applicable
law), to ensure that the Company and each Affiliated Entity is and will
continue to be in compliance with all Anti-Money Laundering Laws.


	
 

	
 


	
 

	
          (d) No
part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for any improper payments to any governmental
official or employee, political party, official of a political party,
candidate for political office, official of any public international
organization or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage. The
Company has taken reasonable measures appropriate to the circumstances (in
any event as required by applicable law), to ensure that the Company and each
Affiliated Entity is and will continue to be in compliance with all
applicable anti-corruption laws and regulations.




          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; (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 


12





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 of the offering 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.


          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, 




13









	
 

	
 


	
 

	
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 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.




14






          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 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.


	
  

 	
  

 	
  

 
	
 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,

 


15









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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 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

 


16









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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; and

 
	
  

 	
  

 	
  

 
	
  

 	
           (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;

 
	
  

 	
  

 	
  

 
	
  

 	
           (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

 


17









	
  

 	
  

 	
  

 
	
  

 	
           (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:

 
	
  

 	
  

 	
  

 
	
  

 	
           (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

 


18









	
  

 	
  

 	
  

 
	
 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 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.

 


19









	
  

 	
  

 	
  

 
	
  

 	
           (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 Closing or shall otherwise have the ability to elect a majority of
 the members of the board of directors of the Company.

 
	
  

 	
  

 	
  

 
	
  

 	
           (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 

 


20









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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


21





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.


          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


22





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 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


23





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.


          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.


24





          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 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.


25





          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 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:


26









	
  

 	
  

 
	
  

 	
           (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.


          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) $692,084,000, 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 September 30, 2011.


          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:


27









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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 at Closing 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;

 


28









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
           (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 of the Closing, 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 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
 


29









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 at Closing 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 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 Affiliated Entity to (a) become an OFAC Listed
Person or (b) have any investments in, or engage in any dealings or
transactions with, any Blocked Person. 


	
  

 	
  

 
	
 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

 


30









	
  

 	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
           (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

 


31









	
  

 	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
           (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.

 


32









	
  

 	
  

 
	
  

 	
           (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.

 


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.


33





          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 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) or Exhibit 1.1(b),
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


34





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.


          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


35





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 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 have
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 

 


36









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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
 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


37





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 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 holder unless consented to by such holder
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,
(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, or (iii) amend any of Sections
8, 11(a), 11(b), 12, 17 or 20.


38





          17.2.
Solicitation of Holders of Notes.


	
  

 	
  

 
	
  

 	
           (a) Solicitation.
 The Issuers will provide each holder of the Notes (irrespective of the amount
 of Notes then owned by it) with sufficient information, sufficiently far in
 advance of the date a decision is required, to enable 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 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 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 holder of Notes as consideration for or as an inducement to the entering
 into by any 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 holder of Notes then outstanding even if
 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.


          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


39





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 Daniel I. Papermaster, 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 Closing (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 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.


40









	
  

 	
  

 
	
 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 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


41





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.


          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


42





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.

 


          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


43





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.

 
	
  

 	
  

 
	
  

 	
           (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.

 


44









	
  

 	
  

 
	
  

 	
           (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.]


45








          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


INFORMATION
RELATING TO PURCHASERS


Schedule B-1





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.


          “Affiliated
Entity” means the Subsidiaries of the Company and any of their or
the Company’s respective 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.


          “Agreement”
is defined in Section 17.3.


          “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-2





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


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


          “Closing”
is defined in Section 3.


          “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.


          “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 


Schedule B-3





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, 2011, 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).


          “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);

 
	
  

 	
  

 
	
  

 	
           (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.

 


Schedule B-4





          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 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 


Schedule B-5





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


	
  

 	
  

 	
  

 
	
  

 	
 (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

 


Schedule
B-6









	
  

 	
  

 	
  

 
	
  

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

 


          “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;

 
	
  

 	
  

 
	
  

 	
           (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

 


Schedule B-7









	
  

 	
  

 
	
  

 	
           (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 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.


Schedule B-8





          “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 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).


          “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.


          “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 


Schedule B-9





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 (h) 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

 
	
  

 	
  

 
	
  

 	
           (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).


          “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.


Schedule B-10





          “Security”
has the meaning set forth in Section 2(1) of the Securities Act of 1933, as
amended.


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


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


          “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 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 


Schedule B-11





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).


          “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.


          “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%

 


Schedule 1.2







SCHEDULE 3


PAYMENT INSTRUCTIONS AT CLOSING


Schedule 3






SCHEDULE 4.9


CHANGES IN CORPORATE STRUCTURE


None 


Schedule 4.9






SCHEDULE 5.3


DISCLOSURE MATERIALS


None 


Schedule 5.3






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% 

 	
 -

 	
 CWFC

 
	
 Curtiss-Wright
 Flow Control Company-Korea

 	
  

 	
  

 	
 Korea

 	
  

 	
 80% 

 	
 -

 	
 CWFC

 
	
 Curtiss-Wright
 Netherlands CV

 	
  

 	
  

 	
 Netherlands

 	
  

 	
 98.2% 

 	
 -

 	
 CWCtrls

 
	
 C.V.
 (Partnership)

 	
  

 	
  

 	
  

 	
  

 	
 0.3% 

 	
 -

 	
 CWC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 1.2% 

 	
 -

 	
 CWFC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 0.3% 

 	
 -

 	
 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% 

 	
 -

 	
 CWCV

 
	
 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

 	
  

 	
 100%

 	
 -

 	
 BEN

 
	
 Metal
 Improvement Company Technology Service (Suzhou) Ltd

 	
  

 	
  

 	
 China

 	
  

 	
 100%

 	
 -

 	
 MIC

 
	
 Curtiss-Wright
 Flow Control – Farris Engineering (Tianjin) Co.

 	
  

 	
  

 	
 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

 
	
 EST Heat
 Exchanger LLC

 	
  

 	
  

 	
 Louisiana

 	
  

 	
 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

 	
  

 	
 100%

 	
 -

 	
 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%

 	
 -

 	
 CWCtrls

 
	
 Mechetronics
 (Zhuhai) Solenoid Company Limited

 	
  

 	
  

 	
 China

 	
  

 	
 100%

 	
 -

 	
 CWCLTD

 
	
 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%

 	
 -

 	
 D4I

 
	
 Micro
 Memory, LLC

 	
  

 	
  

 	
 California

 	
  

 	
 100%

 	
 -

 	
 D4I

 
	
 Vsystems
 Electronic GmbH

 	
  

 	
  

 	
 Germany

 	
  

 	
 100%

 	
 -

 	
 D4I

 
	
 Vsystems
 S.A.S

 	
  

 	
  

 	
 France

 	
  

 	
 100%

 	
 -

 	
 D4I

 
	
 IMR Test
 Labs Singapore PTE

 	
  

 	
  

 	
 Singapore

 	
  

 	
 100%

 	
 -

 	
 MIC

 






	
  

 
	
 KEY

 
	
 CWC –
 Curtiss-Wright Corporation

 
	
 CWFC –
 Curtiss-Wright Flow Control Corporation

 
	
 CWFSC –
 Curtiss-Wright Flow Control Service Corporation

 
	
 CWCtrls –
 Curtiss-Wright Controls, Inc.

 
	
 CWST –
 Curtiss-Wright Surface Technologies, LLC

 
	
 MIC – Metal
 Improvement Company, LLC

 
	
 CWIS –
 Curtiss-Wright Integrated Sensing, Inc.

 
	
 CWCV -
 Curtiss-Wright Netherlands CV

 
	
 D4I – Dy 4,
 Inc.

 
	
 D4S – Dy 4
 Systems, Inc.

 
	
 CWAT -
 Curtiss-Wright Antriebstechnik, GmbH

 
	
 CWCLTD -
 Curtiss-Wright Controls (UK) Ltd.

 
	
 BEN –
 Benshaw, Inc.

 
	
 TAP – Tapco
 International, Inc.

 
	
 MAL -
 Mechetronics Asia Limited

 


Schedule 5.4-2





SCHEDULE 5.5


FINANCIAL STATEMENTS


          Annual
Report for the fiscal year ending December 31, 2010, 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)

 
	
 Indal
 Canadian Hourly Pension Plan (Indal Hourly Employees only)

 
	
 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 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 


Second Amended
and Restated Credit Agreement dated August 10, 2007 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 $425 million over five years to the
Company. The facility expires August
10, 2012. 


$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. 


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 D 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 


3.84% SERIES D SENIOR GUARANTEED NOTE DUE
DECEMBER 1, 2021


	
  

 	
  

 
	
 No.
 RD-[____]

 	
 [Date] 

 
	
 $[______]

 	
 PPN:  23157# AD1 

 


          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 December 1, 2021 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 3.84% per annum from the date hereof,
payable semiannually, on the 1st day of June and December in each year,
commencing with the June or December 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)
5.84% or (ii) 2% over the rate of interest publicly 


Exhibit 1.1(a)-1





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 D Senior Notes (herein called the “Notes”) issued
pursuant to that certain Note Purchase Agreement, dated as of December 8, 2011
(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)-2





          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 

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
 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)-3








EXHIBIT 1.1(b)


FORM OF SERIES E 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


4.24% SERIES E SENIOR GUARANTEED NOTE DUE
DECEMBER 1, 2026


	
  

 	
  

 
	
 No.
 RE-[____]

 	
 [Date]

 
	
 $[______]

 	
 PPN: 23157# AE9

 


          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 December 1, 2026 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 4.24% per annum from the date hereof, payable
semiannually, on the 1st day of June and December in each year, commencing with
the June or December 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)
6.24% or (ii) 2% over the rate of interest publicly 


Exhibit 1.1(b)-1





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 E Senior Notes (herein called the “Notes”) issued pursuant to that certain
Note Purchase Agreement, dated as of December 8, 2011 (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)-2





          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

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
 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)-3





EXHIBIT 1.2


FORM OF SUBSIDIARY GUARANTEE


Exhibit 1.2-1





EXHIBIT 4.4(a)


FORM OF OPINION OF SPECIAL COUNSEL

FOR THE ISSUERS AND THE SUBSIDIARY GUARANTORS


Exhibit 4.4(a)-1





EXHIBIT 4.4(b)


FORM OF OPINION OF ASSOCIATE GENERAL COUNSEL

FOR THE ISSUERS AND THE SUBSIDIARY GUARANTORS


Exhibit 4.4(b)-1





EXHIBIT 4.4(c)


FORM OF OPINION OF SPECIAL COUNSEL

FOR THE PURCHASERS


Exhibit 4.4(c)-1