AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Exhibit 4.5
AMENDMENT TO
This Amendment to that certain Registration Rights Agreement, dated as of March 1, 2007 (the “Registration Rights Agreement”), by and among Xxxxxxxxx Technologies Corporation, a Delaware corporation (the “Company”), the Guarantors set forth on the signature pages to the Registration Rights Agreement and the Initial Purchasers, is entered into as of July 31, 2007 by the following subsidiaries of the Company: (i) Esterline Canadian Holding Corporation, a Delaware corporation; (ii) CMC Datacomm Inc., a Delaware corporation; (iii) CMC Electronics Acton Inc., a Delaware corporation; (iv) CMC Electronics Aurora Inc., a Delaware corporation; (v) Xxxxx International Mexico, S. de X.X. de C.V., a Mexican corporation; and (vi) Xxxxxxxxx Technologies Limited, a company organized under the laws of England (collectively, the “New Subsidiary Guarantors”). Defined terms not otherwise defined herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.
WHEREAS, Section 10(h) of the Registration Rights Agreement provides that the Company shall cause certain of its future Subsidiary Guarantors to become party to the Registration Rights Agreement, including for purposes of the registration requirements and the additional interest, indemnification and contribution obligations thereof; and
WHEREAS, each of the New Subsidiary Guarantors desires to become a Guarantor in accordance with the terms of the Registration Rights Agreement, including Section 10(b) thereto.
NOW, THEREFORE, pursuant to Sections 10(b) and (h) of the Registration Rights Agreement, each of the New Subsidiary Guarantors hereby agrees to be subject to the provisions of the Registration Rights Agreement as a Guarantor.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Registration Rights Agreement to be duly executed as of the date written above.
| NEW SUBSIDIARY GUARANTORS: | ||
| CMC ELECTRONICS AURORA INC. | ||
| /s/ Xxxxxx X. Xxxxxx | ||
| By: | Xxxxxx X. Xxxxxx | |
| Title: | Vice President, Secretary and Treasurer | |
| CMC ELECTRONICS ACTON INC. | ||
| /s/ Xxxxxx X. Xxxxxx | ||
| By: | Xxxxxx X. Xxxxxx | |
| Title: | Vice President, Secretary and Treasurer | |
| CMC DATACOMM INC. | ||
| /s/ Xxxxxx X. Xxxxxx | ||
| By: | Xxxxxx X. Xxxxxx | |
| Title: | Vice President, Secretary and Treasurer | |
| ESTERLINE CANADIAN HOLDING CORPORATION | ||
| /s/ Xxxxxx X. Xxxxxx | ||
| By: | Xxxxxx X. Xxxxxx | |
| Title: | Vice President, Chief Financial Officer, Secretary and Treasurer | |
| XXXXX INTERNATIONAL MEXICO, S. DE X.X. DE C.V. | ||
| /s/ Xxxx Xxxxxxx Xxxx | ||
| By: | Xxxx Xxxxxxx Xxxx | |
| Title: | General Manager | |
| XXXXXXXXX TECHNOLOGIES LIMITED | ||
| /s/ Xxxxxx X. Xxxxxx | ||
| By: | Xxxxxx X. Xxxxxx | |
| Title: | Director | |
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