XXXXX INCORPORATED. By: /s/ XXXXXXXX XXXXXXXXX -------------------------- Name: Xxxxxxxx Xxxxxxxxx Title: Vice President
XXXXX INCORPORATED. By: /s/ Xxxxxx XxXxxxxx ------------------------- Name: Xxxxxx XxXxxxxx Title: Managing Director Exhibit A CONFORMED AS EXECUTED ---------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of January 29, 1998 Among ACQUISITION CORP. and THE GUARANTORS NAMED HEREIN as Issuers and BT ALEX. XXXXX INCORPORATED as Initial Purchaser 12% Senior Subordinated Notes due 2008 ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of January 29, 1998, among ACQUISITION CORP., a Delaware corporation (the "Company"), as issuer, ATC XXXXXXXX INC., a South Dakota corporation, ATC CONSTRUCTION SERVICES INC., a Massachusetts corporation, ATC ENVIRONMENTAL INC., a Delaware corporation, ATC INSYS TECHNOLOGY INC., a Delaware corporation, ATC MANAGEMENT INC., a South Dakota corporation, ATC NEW ENGLAND CORP., a Delaware corporation, BING YEN & ASSOCIATES, INC., a California corporation, ENVIRONMENTAL WARRANTY INC., a Connecticut corporation, and HYGEIA LABORATORIES INC., a Delaware corporation, as guarantors (the "Guarantors," and together with the Company, the "Issuers"), and BT ALEX. XXXXX INCORPORATED, as initial purchaser (the "Initial Purchaser"). This Agreement is entered into in connection with the Purchase Agreement, dated as of January 22, 1998, among the Issuers and the Initial Purchaser (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchaser of $100,000,000 aggregate principal amount of the Company's 12% Senior Subordinated Notes due 2008 (the "Notes"), guaranteed by the Guarantors (the "Guarantees"). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchaser and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase Agreement. The parties hereby agree as follows:
XXXXX INCORPORATED. By /s/ Xxxx X. Xxxxxx ------------------------ Xxxx X. Xxxxxx President 57
XXXXX INCORPORATED. Subcontractor Contractor
XXXXX INCORPORATED. By: /s/ Xxxx X. Xxxxxx ------------------------ Xxxx X. Xxxxxx President STATE OF NEW JERSEY ) ) ss.: COUNTY OF CAMDEN ) On this day of February, 1997, before me the subscriber personally appeared Xxxx X. Xxxxxx, who being by me duly sworn, did depose and say; that he resides at Brigantine, New Jersey; that he is the President of X.X. XXXXX INCORPORATED, the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. /s/ Xxxxxxxx X. Xxxxx -------------------------- NOTARY PUBLIC Xxxxxxxx X. Xxxxx Notary Public of New Jersey My Commission Expires June, 1997 EXHIBIT A INTEREST RATE ELECTION NOTICE TO: KEYBANK NATIONAL ASSOCIATION (Lender) DATE: _____________________________ ______ Variable Rate ______ LIBOR Rate EXHIBIT B SCHEDULE OF AUTHORIZED INDIVIDUALS Name ---- Xxxxxxx Xxxxxx Xxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx Xxxx Xxxxxxx-XxXxxxx Xxxxx Xxxxxx-Xxxxxxxxxx Xxxxxx Xxxxxx $3,200,000.00 Newburgh, New York Dated: As of January 23, 1997 FOR VALUE RECEIVED, X.X. XXXXX INCORPORATED, a Delaware corporation with an address at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, New Jersey 08012 (the "Borrower"), promises to pay to the order of KEYBANK NATIONAL ASSOCIATION , a national banking association with an office and place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Bank"), the principal sum of THREE MILLION TWO HUNDRED THOUSAND and no/100 ($3,200,000.00) DOLLARS or so much thereof as may be advanced from time to time pursuant to the terms of this Note and a Loan Agreement dated on even date, between the Borrower and the Bank (the "Loan Agreement") with interest on the unpaid principal balance of such amounts as are advanced or readvanced, as the case may be, at the Interest Rate (as hereinafter defined). This Note evidences a loan (the "Loan") made available to the Borrower as part of a credit facility more fully set forth in the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement).
XXXXX INCORPORATED. By: Xxxxxx X.
XXXXX INCORPORATED. By: Xxxxxxx X. Xxxxx Its: Interim Chairman
XXXXX INCORPORATED as Lead Borrower and a Borrower
XXXXX INCORPORATED. By: /s/ Xxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxx X.
XXXXX INCORPORATED. By: /s/ Xxxxxx Xxxxxx ------------------------------------- Name: Xxxxxx Xxxxxx Title: Chief Financial Officer
