Esterline Technologies Corporation
6 5/8% Senior Notes due 2017
February 22, 2007
Banc of America Securities LLC
KeyBanc Capital Markets, a division
of McDonald Investments Inc.
Wells Fargo Securities, LLC
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Esterline Technologies Corporation, a Delaware corporation (the “Company”), and the Company’s domestic and other subsidiaries listed on Schedule 1 hereto (the “Guarantors”) confirm their agreement with Wachovia Capital Markets, LLC, Banc of America Securities LLC, KeyBanc Capital Markets, a division of McDonald Investments Inc. and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”) on the terms set forth herein.
1. Notes. The Company proposes to issue and sell to the Initial Purchasers $175,000,000 principal amount of its 6 5/8% Senior Notes due 2017 (the “Notes”), guaranteed on a senior basis by the Guarantors (the “Note Guarantees”). The Notes are to be issued under an indenture (the “Indenture”) to be dated as of the Closing Date (as defined in Section 3 hereof) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). This Agreement, the Registration Rights Agreement, to be dated the Closing Date, among the Initial Purchasers, the Company and the Guarantors (the “Registration Rights Agreement”), and the Indenture are hereinafter collectively referred to as the “Operative Documents” and the execution and delivery of the Operative Documents and the transactions contemplated herein and therein are hereinafter referred to as the “Offering.”
The offer and sale of the Notes to the Initial Purchasers will be made without registration of the Notes (and the Note Guarantees) under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon certain exemptions from the registration requirements of the Securi-
ties Act. The Initial Purchasers have advised the Company and the Guarantors that they will offer and sell the Notes purchased by them hereunder in accordance with Section 4 hereof and the Final Memorandum (as defined below) as soon as they deem advisable.
In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum, dated February 16, 2007 (the “Preliminary Memorandum”), the Offering Memorandum (as defined below) and a Final Memorandum (as defined below), dated the date hereof. The Final Memorandum, the Preliminary Memorandum and the Offering Memorandum are referred to herein as a “Memorandum.” Each Memorandum sets forth certain information concerning the Company, the Notes and the Operative Documents. The Company hereby confirms that it has authorized the use of the Preliminary Memorandum and the Offering Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Notes by the Initial Purchasers. As used herein, the term “Memorandum” shall include in each case the documents incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein with respect to a Memorandum shall include all documents deemed to be incorporated by reference in the Preliminary Memorandum, the Offering Memorandum or the Final Memorandum that are filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the Time of Sale (as defined below). Unless stated to the contrary, all references herein to the Offering Memorandum are to the Offering Memorandum as of the date hereof (the “Execution Date”) and are not meant to include any amendment or supplement, or any information incorporated by reference therein, subsequent to the Execution Date.
Prior to the time when the sales of the Notes were first made (the “Time of Sale”), the Company has prepared and delivered to the Initial Purchasers a pricing supplement (the “Pricing Supplement”) dated February 22, 2007. The Pricing Supplement together with the Preliminary Memorandum is referred to herein as the “Offering Memorandum.”
Promptly after the Time of Sale and in any event no later than the second Business Day following the Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum (the “Final Memorandum”), which will consist of the Preliminary Memorandum with such changes therein as are required to reflect the information contained in the Pricing Supplement, and from and after the time such Final Memorandum is delivered to the Initial Purchasers, all references herein to the Offering Memorandum shall be deemed to be a reference to both the Offering Memorandum and the Final Memorandum.