Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company, the Guarantors or any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between and among the Company, the Guarantors and the Initial Purchaser. Very truly yours, ARMOR HOLDINGS, INC. By: ----------------------------------- Name: Title: SUBSIDIARY GUARANTORS 911EP, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President AHI PROPERTIES I, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR BRANDS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS FORENSICS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS GP, LLC, a Delaware company By: ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS LP, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Manager ARMOR HOLDINGS PRODUCTS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR SAFETY PRODUCTS COMPANY, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President B-SQUARE, INC., a Texas corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE ARMOR CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President CASCO INTERNATIONAL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President DEFENSE TECHNOLOGY CORPORATION OF AMERICA, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President INDENTICATOR, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (DE), a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (NH), a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTIES, LTD., a California limited partnership By: NAP PROPERTY MANAGERS, LLC, its General Partner By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTY MANAGERS, LLC, a California company By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY, L.L.C. a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC., a Massachusetts corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President RAMTECH DEVELOPMENT CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARI LAND LTD, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARILAND GOVERNMENT SALES, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SPEEDFEED ACQUISITION CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President THE O'GARA COMPANY, an Ohio company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President The foregoing Agreement is hereby acknowledged and accepted as of the date first written above. WACHOVIA CAPITAL MARKETS, LLC By: ----------------------------------------- Name: Title: SCHEDULE 1 ---------- SUBSIDIARY GUARANTORS --------------------------------------------------------------------------------------------------------------------- Company Jurisdiction of Formation
Appears in 1 contract
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company, the Guarantors or any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between and among the Company, the Guarantors and the Initial PurchaserPurchasers. Very truly yours, ARMOR HOLDINGS, INC. XXXXXXXXX TECHNOLOGIES CORPORATION By: ----------------------------------- /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: SUBSIDIARY Vice President, Chief Financial Officer, Secretary and Treasurer GUARANTORS 911EPAMTECH AUTOMATED MANUFACTURING TECHNOLOGY, ANGUS ELECTRONICS CO., ARMTEC COUNTERMEASURES CO., ARMTEC COUNTERMEASURES TNO CO., ARMTEC DEFENSE PRODUCTS CO., AVISTA, INCORPORATED, BVR TECHNOLOGIES CO., EA TECHNOLOGIES CORPORATION, EQUIPMENT SALES CO., ESTERLINE SENSORS SERVICES AMERICAS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President AHI PROPERTIES IH.A. SALES CO., XXXXXX, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR BRANDSHYTEK FINISHES CO., XXXXX CORPORATION, KIRKHILL-TA CO., KORRY ELECTRONICS CO., XXXXX HOLDING CORPORATION, XXXXX INTERNATIONAL CORPORATION, XXXXX TECHNOLOGY GROUP, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS FORENSICS, INCXXXXX ELECTRIC CO., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS GPMC TECH CO., LLC, a Delaware company By: ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS LP, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Manager ARMOR HOLDINGS MEMTRON TECHNOLOGIES CO. NORWICH AERO PRODUCTS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PROPERTIESPALOMAR PRODUCTS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR SAFETY PRODUCTS COMPANY, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President B-SQUAREPRESSURE SYSTEMS, INC., a Texas corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE ARMOR CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President CASCO PRESSURE SYSTEMS INTERNATIONAL, INC., a New Hampshire corporation SURFTECH FINISHES CO., UMM ELECTRONICS INC., By: ---------------------------------- /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President DEFENSE TECHNOLOGY CORPORATION OF AMERICA, a Delaware corporation Authorized Officer XXXXXXXXX TECHNOLOGIES HOLDINGS LIMITED By: ---------------------------------- /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President INDENTICATOR, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (DE), a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (NH), a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTIES, LTD., a California limited partnership By: NAP PROPERTY MANAGERS, LLC, its General Partner By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTY MANAGERS, LLC, a California company By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY, L.L.C. a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC., a Massachusetts corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President RAMTECH DEVELOPMENT CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARI LAND LTD, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARILAND GOVERNMENT SALES, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SPEEDFEED ACQUISITION CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President THE O'GARA COMPANY, an Ohio company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President Director The foregoing Agreement is hereby acknowledged and accepted as of the date first written above. WACHOVIA CAPITAL MARKETS, LLC BANC OF AMERICA SECURITIES LLC KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC. XXXXX FARGO SECURITIES, LLC Acting severally on behalf of themselves as the Initial Purchasers set forth in preamble hereto By: ----------------------------------------- WACHOVIA CAPITAL MARKETS, LLC By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Vice President SCHEDULE 1 GUARANTORS Advanced Input Devices, Inc. Amtech Automated Manufacturing Technology Angus Electronics Co. Armtec Countermeasures Co. Armtec Countermeasures TNO Co. Armtec Defense Products Co. Avista, Incorporated BVR Technologies Co. EA Technologies Corporation Equipment Sales Co. Esterline Sensors Services Americas, Inc. Xxxxxxxxx Technologies Holdings Limited HA Sales Co. Xxxxxx, Inc. Hytek Finishes Co. Xxxxx Corporation Kirkhill-TA Co. Korry Electronics Co. Xxxxx Holding Corporation Xxxxx International Corporation Xxxxx Technology Group, Inc. Xxxxx Electric Co. MC Tech Co. Memtron Technologies Co. Norwich Aero Products, Inc. Palomar Products, Inc. Pressure Systems, Inc. Pressure Systems International, Inc. Surftech Finishes Co. UMM Electronics Inc. ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 2007, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Company and the Guarantors will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. During the Exchange Offer Registration Period, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. ¨ Name: Address: The undersigned represents that it is not an Affiliate of the Company or the Guarantors, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 6 5/8% Senior Notes due 2017 (the “Notes”) of Xxxxxxxxx Technologies Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S- under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, XXXXXXXXX TECHNOLOGIES CORPORATION By: Name: Title: SCHEDULE 1 ---------- SUBSIDIARY GUARANTORS --------------------------------------------------------------------------------------------------------------------- Company Jurisdiction of Formation:
Appears in 1 contract
Samples: Registration Rights Agreement (Esterline Technologies Corp)
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company, the Guarantors or any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. <PAGE> 22 Please confirm that the foregoing correctly sets forth the agreement between and among the Company, the Guarantors and the Initial Purchaser. Very truly yours, ARMOR HOLDINGS, INC. XXXXXXXXX TECHNOLOGIES CORPORATION By: ----------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: SUBSIDIARY GUARANTORS 911EPVice President, Chief Financial Officer, Secretary and Treasurer ADVANCED INPUT DEVICES, INC., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President AHI PROPERTIES IPresident, INCSecretary and Treasurer ARMTEC DEFENSE PRODUCTS CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President ARMOR BRANDSPresident, INCSecretary and Treasurer ARMTEC COUNTERMEASURES CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President ARMOR HOLDINGS FORENSICSPresident, INCSecretary and Treasurer <PAGE> KIRKHILL - TA CO., a California corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer KORRY ELECTRONICS CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President ARMOR HOLDINGS GPPresident, LLC, a Delaware company By: ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS LP, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Manager ARMOR HOLDINGS PRODUCTS, INCSecretary and Treasurer XXXXX ELECTRIC CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President ARMOR HOLDINGS PROPERTIESPresident, INCSecretary and Treasurer AUXITROL CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President ARMOR SAFETY PRODUCTS COMPANYPresident, Secretary and Treasurer <PAGE> XXXXX-XXXXXXX CORPORATION, a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President B-SQUAREPresident, INC., a Texas corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE ARMOR CORPSecretary and Treasurer BVR TECHNOLOGIES CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President BREAK-FREEPresident, INCSecretary and Treasurer EQUIPMENT SALES CO., a Connecticut corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer FLUID REGULATORS CORPORATION, an Ohio corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer <PAGE> HYTEK FINISHES CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President CASCO INTERNATIONALPresident, INC.Secretary and Treasurer XXXXX CORPORATION, a New Hampshire California corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Chief Financial Officer, Vice President DEFENSE TECHNOLOGY CORPORATION OF AMERICAand Secretary MCTAWS CORPORATION, a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President INDENTICATORPresident, INCSecretary and Treasurer MEMTRON TECHNOLOGIES CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTSPresident, INC. (DE), a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (NH), a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTIES, LTD., a California limited partnership By: NAP PROPERTY MANAGERS, LLC, its General Partner By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTY MANAGERS, LLC, a California company By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY, L.L.C. a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC., a Massachusetts corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President RAMTECH DEVELOPMENT CORPSecretary and Treasurer <PAGE> SURFTECH FINISHES CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President SAFARI LAND LTDPresident, INCSecretary and Treasurer EXCELLON AUTOMATION CO., a California corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President SAFARILAND GOVERNMENT SALESPresident, INC.Secretary and Treasurer EXCELLON U.K., a California corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President SPEEDFEED ACQUISITION CORPPresident, Secretary and Treasurer W.A. WHITNEY CO., an Illinois corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer <PAGE> MC TECH CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President THE O'GARA COMPANYPresident, an Ohio company Secretary and Treasurer H.A. SALES CO., a Delaware corporation By: ---------------------------------- /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President President, Secretary and Treasurer ANGUS ELECTRONICS CO., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer <PAGE> PRESSURE SYSTEMS, INC., a Virginia corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer PRESSURE SYSTEMS INTERNATIONAL, INC., a Virginia corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer NORWICH AERO PRODUCTS INC., a New York corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer SURESEAL CORPORATION, a New York corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer <PAGE> AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, a Utah corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Secretary and Treasurer <PAGE> The foregoing Agreement is hereby acknowledged and accepted as of the date first written above. WACHOVIA CAPITAL MARKETSSECURITIES, LLC By: ----------------------------------------- /s/ Xxx X. Amin Name: Xxx X. Amin Title: Vice President <PAGE> SCHEDULE 1 ---------- SUBSIDIARY GUARANTORS --------------------------------------------------------------------------------------------------------------------- Company Jurisdiction of FormationAdvanced Input Devices, Inc. McTaws Corporation Xxxxx Corporation Korry Electronics Co. Xxxxx Electric Co. Memtron Technologies Co. Armtec Defense Products Co. Armtec Countermeasures Co. Hytek Finishes Co. Surftech Finishes Co. Kirkhill-TA Co. Auxitrol Co. Fluid Regulators Corporation BVR Technologies Co. Xxxxx-Xxxxxxx Corporation Equipment Sales Co. Excellon Automation Co. Excellon U.K. Amtech Automated Manufacturing Technology, Inc. W.A. Whitney Co. MC Tech Co.
Appears in 1 contract
Samples: Registration Rights Agreement (Esterline Technologies Corp)
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company, the Guarantors or any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between and among the Company, the Guarantors and the Initial Purchaser. Very truly yours, ARMOR HOLDINGSXXXXXX COMMUNICATIONS, INC. By: ----------------------------------- /s/ Xxxxxxx X. Xxxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxxx, Xx. Title: SUBSIDIARY GUARANTORS 911EP, INC., a Delaware corporation President and Chief Executive Officer SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT Xxxxxx Broadcasting Company By: ---------------------------------- /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Seattle TV, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Seattle Radio, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Portland TV, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Portland Radio, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Oregon TV, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Washington TV, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Idaho TV, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – S.E. Idaho TV, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President Xxxxxx Broadcasting – Georgia, L.L.C. By: Xxxxxx Broadcasting Company, Its Manager By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT Xxxxxx Xxxxx Inc. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President AHI PROPERTIES IPresident/Finance Xxxxxx Pathways, INC., a Delaware corporation Inc. By: ---------------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President ARMOR BRANDSPresident/Finance Xxxxxx Properties, INC., a Delaware corporation Inc. By: ---------------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President ARMOR HOLDINGS FORENSICSPresident/Finance Xxx Xxxxx Flour Company, INC., a Delaware corporation Inc. By: ---------------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President ARMOR HOLDINGS GPPresident/Finance Civia, LLC, a Delaware company Inc. By: ----------------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President ARMOR HOLDINGS LP, LLC, a Delaware company President/Finance Xxxxxx Radio Regional Group Inc. By: ---------------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware company President/Finance SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT Xxxxxx Media Services Company By: ---------------------------------- /s/ Xxxx X. Xxxxxxxx Name: Xxxxxx Xxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PAYROLL SERVICESXxxxxx Entertainment, LLC, a Delaware company L.L.C. By: ---------------------------------- Xxxxxx Media Services Company, Its Manager By: /s/ Xxxx X. Xxxxxxxx Name: Xxxxxx Xxxx X. Xxxxxxxx Title: Manager ARMOR HOLDINGS PRODUCTS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR SAFETY PRODUCTS COMPANY, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President B-SQUARE, INC., a Texas corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE ARMOR CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President CASCO INTERNATIONAL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President DEFENSE TECHNOLOGY CORPORATION OF AMERICA, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President INDENTICATOR, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (DE), a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (NH), a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTIES, LTD., a California limited partnership By: NAP PROPERTY MANAGERS, LLC, its General Partner By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTY MANAGERS, LLC, a California company By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY, L.L.C. a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC., a Massachusetts corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President RAMTECH DEVELOPMENT CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARI LAND LTD, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARILAND GOVERNMENT SALES, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SPEEDFEED ACQUISITION CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President THE O'GARA COMPANY, an Ohio company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President The foregoing Agreement is hereby acknowledged and accepted as of the date first written above. WACHOVIA CAPITAL MARKETS, LLC By: ----------------------------------------- /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director SCHEDULE 1 ---------- SUBSIDIARY GUARANTORS --------------------------------------------------------------------------------------------------------------------- Guarantor Name Incorporation/Organization Xxxxxx Broadcasting Company Jurisdiction Washington Xxxxxx Media Services Company Washington Xxxxxx Xxxxx Inc. Washington Xxxxxx Pathways, Inc. Washington Xxxxxx Properties, Inc. Washington Xxxxxx Radio Regional Group Inc. Washington Xxx Xxxxx Flour Company, Inc. Washington Xxxxxx Broadcasting – Seattle TV, L.L.C. Delaware Xxxxxx Broadcasting – Seattle Radio, L.L.C. Delaware Xxxxxx Broadcasting – Portland TV, L.L.C. Delaware Xxxxxx Broadcasting – Portland Radio, L.L.C. Delaware Xxxxxx Broadcasting – Oregon TV, L.L.C. Delaware Xxxxxx Broadcasting – Washington TV, L.L.C. Delaware Xxxxxx Broadcasting – Idaho TV, L.L.C. Delaware Xxxxxx Broadcasting – S.E. Idaho TV, L.L.C. Delaware Xxxxxx Broadcasting – Georgia, L.L.C. Delaware Xxxxxx Entertainment, L.L.C. Delaware Civia, Inc. Delaware ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of Formationsuch Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company and the Guarantors will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to Purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the Purchaser of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an ”underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: The undersigned represents that it is not an Affiliate of the Company or the Guarantors, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an ”underwriter” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 8 5/8% Senior Notes due 2014 (the “Notes”) of Xxxxxx Communications, Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on [Form S-3] [Form S-4] under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. Please do not hesitate to call if we can be of further assistance. Very truly yours, XXXXXX COMMUNICATIONS, INC. By: Authorized Officer
Appears in 1 contract
Samples: Registration Rights Agreement (Fisher Communications Inc)
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company, the Guarantors or any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between and among the Company, the Guarantors and the Initial PurchaserPurchasers. Very truly yours, ARMOR HOLDINGS, O'CHARLEY'S INC. By: /s/ X. Xxxx Xxxxxxxx ----------------------------------- Name: X. Xxxx Xxxxxxxx Title: SUBSIDIARY GUARANTORS 911EPChief Financial Officer, Secretary and Treasurer AIR TRAVEL SERVICES, INC., a Tennessee corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer DFI, INC., a Tennessee corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer O'CHARLEY'S FINANCE COMPANY, INC., a Tennessee corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer O'CHARLEY'S MANAGEMENT COMPANY, INC., a Tennessee corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer O'CHARLEY'S RESTAURANT PROPERTIES, LLC, a Delaware limited liability company By: /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: X. Xxxx Xxxxxxxx Title: Secretary O'CHARLEY'S SERVICE COMPANY, INC., a Tennessee corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer O'CHARLEY'S SPORTS BAR, INC., an Alabama corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: X. Xxxx Xxxxxxxx Title: President OCI, INC., a Delaware corporation By: ---------------------------------- /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Vice President AHI PROPERTIES ISecretary and Treasurer OPI, INC., a Colorado corporation By: /s/ X. Xxxx Xxxxxxxx ----------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer 99 COMMISSARY, LLC, a Delaware limited liability company By: /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: X. Xxxx Xxxxxxxx Title: Secretary 99 RESTAURANTS, LLC, a Delaware limited liability company By: /s/ X. Xxxx Xxxxxxxx -------------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary 99 RESTAURANTS OF BOSTON, LLC, a Delaware limited liability company By: /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary By: /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: X. Xxxx Xxxxxxxx Title: Secretary and Treasurer 99 RESTAURANTS OF VERMONT, LLC, a Vermont limited liability company By: 99 WEST, INC., its Sole Member By: /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: X. Xxxx Xxxxxxxx Title: Clerk and Treasurer 99 WEST, INC., a Massachusetts corporation By: /s/ X. Xxxx Xxxxxxxx ------------------------------------ Name: X. Xxxx Xxxxxxxx Title: Clerk and Treasurer STONEY RIVER MANAGEMENT COMPANY, INC., a Delaware corporation By: ---------------------------------- /s/ X. Xxxx Xxxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Vice President ARMOR BRANDS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS FORENSICS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS GPSecretary and Treasurer STONEY RIVER, LLC, a Delaware limited liability company By: /s/ X. Xxxx Xxxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Vice President ARMOR HOLDINGS LPSecretary STONEY RIVER LEGENDARY MANAGEMENT, LLCL.P., a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Manager ARMOR HOLDINGS PRODUCTS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR SAFETY PRODUCTS COMPANY, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President B-SQUARE, INC., a Texas corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE ARMOR CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President CASCO INTERNATIONAL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President DEFENSE TECHNOLOGY CORPORATION OF AMERICA, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President INDENTICATOR, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (DE), a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK LIFETIME PRODUCTS, INC. (NH), a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President MONADNOCK POLICE TRAINING COUNCIL, INC., a New Hampshire corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President NAP PROPERTIES, LTD., a California Georgia limited partnership By: NAP PROPERTY MANAGERSSTONEY RIVER, LLC, its General Partner By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- /s/ X. Xxxx Xxxxxxxx ------------------------------------- Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Vice President NAP PROPERTY MANAGERS, LLC, a California company By: ARMOR HOLDINGS PROPERTIES, INC., its Managing Member By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY, L.L.C. a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC., a Massachusetts corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President RAMTECH DEVELOPMENT CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARI LAND LTD, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SAFARILAND GOVERNMENT SALES, INC., a California corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President SPEEDFEED ACQUISITION CORP., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President THE O'GARA COMPANY, an Ohio company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President Secretary The foregoing Agreement is hereby acknowledged and accepted as of the date first written above. WACHOVIA CAPITAL MARKETS, LLC By: ----------------------------------------- /s/ Xxxxx X. Xxxxxx XXX ----------------------------------- Name: Xxxxx X. Xxxxxx XXX Title: Vice President XXXXXX XXXXXX & CO. INC. By: /s/ Xxxx X. Xxxxxxx, III ----------------------------------- Name: Xxxx X. Xxxxxxx, III Title: Managing Director SCHEDULE 1 ---------- SUBSIDIARY GUARANTORS --------------------------------------------------------------------------------------------------------------------- I Guarantors Air Travel Services, Inc., a Tennessee corporation DFI, Inc., a Tennessee corporation O'Charley's Finance Company, Inc., a Tennessee corporation O'Charley's Management Company, Inc., a Tennessee corporation O'Charley's Restaurant Properties, LLC, a Delaware limited liability company O'Charley's Service Company, Inc., a Tennessee corporation O'Charley's Sports Bar, Inc., an Alabama corporation OCI, Inc., a Delaware corporation OPI, Inc., a Colorado corporation 99 Commissary, LLC, a Delaware limited liability company 99 Restaurants, LLC, a Delaware limited liability company 99 Restaurants of Boston, LLC, a Delaware limited liability company 99 Restaurants of Massachusetts, a Massachusetts Business Trust 99 Restaurants of Vermont, LLC, a Vermont limited liability company 99 West, Inc., a Massachusetts corporation Stoney River Management Company, Inc., a Delaware corporation Stoney River, LLC, a Delaware limited liability company Stoney River Legendary Management, L.P., a Georgia limited partnership ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the Exchange Offer Registration Period in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company Jurisdiction and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of FormationDistribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. See "Plan of Distribution." ANNEX C Plan Of Distribution Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 2003, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Company and the Guarantors will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. During the Exchange Offer Registration Period, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508 of the Act.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [ ] Name:___________________________________ Address:________________________________ ________________________________ The undersigned represents that it is not an Affiliate of the Company or the Guarantors, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 9% Senior Subordinated Notes due 2013 (the "Notes") of O'Charley's Inc. Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, O'CHARLEY'S INC. By:_______________________ Authorized Officer
Appears in 1 contract
Samples: O Charleys Inc
