This excerpt taken from the ATU 8-K filed Jun 12, 2007.
Introductory. Actuant Corporation, a Wisconsin corporation (the Company), proposes, upon the terms and subject to the conditions of this Agreement to issue and sell to the several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Companys 6 7/8% Senior Notes due 2017 (the Notes). The Companys payment obligations with respect to the Notes will be unconditionally guaranteed (the Guarantees and, together with the Notes, the Securities) on a senior unsecured basis initially by each of the Companys direct and indirect domestic subsidiaries listed on Schedule B hereto (the Guarantors and, together with the Company, the Issuers).
The Securities will be issued pursuant to an indenture, dated as of June 12, 2007 (the Indenture), among the Issuers and U.S. Bank National Association, as trustee (the Trustee). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the Depositary) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the DTC Agreement), among the Company, the Guarantors, the Trustee and the Depositary.
The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of June 12, 2007 (the Registration Rights Agreement), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the Exchange Notes) and guaranteed on a senior unsecured basis by the Guarantors (the Exchange Guarantees and, together with the Exchange Notes, the Exchange Securities) to be offered in exchange for the Securities (the Exchange Offer) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective.
The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the Subsequent Purchasers) at any time after the time this Agreement is executed by the parties hereto (the Time of Execution). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (as amended, the Securities Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (Rule 144A) or Regulation S under the Securities Act (Regulation S)).
The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 1, 2007 (the Preliminary Offering Memorandum), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 6, 2007 (the Pricing Supplement) a true and correct copy of which is attached as Annex II hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the Pricing Disclosure Package. Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the Final Offering Memorandum).
All references herein to the terms Pricing Disclosure Package and Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the Exchange Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Execution and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms amend, amendment or supplement with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Execution and incorporated by reference in the Final Offering Memorandum.
The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows: