1
CONSENT AND
AMENDMENT AGREEMENT NO. 5
dated as of March 31, 1997
to a
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
AND TO CERTAIN OTHER LOAN DOCUMENTS
AS REFERRED TO AND DEFINED THEREIN
This CONSENT AND AMENDMENT AGREEMENT NO. 5 (this "Amendment"), dated
as of March 31, 1997, is by and among TRANSTECHNOLOGY CORPORATION
("TransTechnology"), TRANSTECHNOLOGY ▇▇▇▇▇▇-ORBIS GMBH ("GmbH"), ▇▇▇▇▇▇▇▇
INTERNATIONAL LIMITED (formerly known as TTUK Acquisition Co. Limited)
("Limited" and, together with TransTechnology and GmbH, the "Borrowers"), THE
FIRST NATIONAL BANK OF BOSTON ("FNBB"), the other lending institutions listed
on Schedule 1 (the "Banks") and Schedule 2 (the "Term B Lenders") to the Credit
Agreement (as defined below), THE FIRST NATIONAL BANK OF BOSTON, acting through
its London Branch and its Frankfurt Branch, as fronting bank (in such capacity,
the "Fronting Bank"), THE FIRST NATIONAL BANK OF BOSTON, as issuing bank (in
such capacity, the "Issuing Bank", and together with the Banks, the Term B
Lenders and the Fronting Bank, the "Lenders") and THE FIRST NATIONAL BANK OF
BOSTON, as Agent (in such capacity, the "Agent"). Capitalized terms used herein
unless otherwise defined shall have the respective meanings set forth in the
Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agent are parties to that
certain Revolving Credit and Term Loan Agreement dated as of June 30, 1995, as
amended by Amendment Agreement No. 1 dated as of August 29, 1995, Consent and
Amendment Agreement No. 2 dated as of October 27, 1995, Amendment Agreement No.
3 dated as of March 29, 1996, and Amendment Agreement No. 4 dated as of
December 31, 1996 (as so amended, the "Credit Agreement");
WHEREAS, TransTechnology has agreed, pursuant to a Letter of Intent
dated February 25, 1997, to purchase all of the issued and outstanding capital
stock of TCR Corporation, a Minnesota corporation ("TCR");
WHEREAS, in connection with the acquisition of TCR, the Borrowers have
requested certain other amendments to the Credit Agreement and upon the terms
and conditions hereinafter set forth, the Agent and the Lenders have agreed to
such amendments;
WHEREAS, the Lenders, the Agent and the Borrowers have agreed to amend
the Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing premises, the
parties hereto hereby agree as follows:
2
-2-
Section 1. AMENDMENTS TO CREDIT AGREEMENT. Upon satisfaction of
the conditions precedent set forth in Section 8 hereof, the Credit Agreement is
hereby amended as follows, with such amendments to take effect from and as of
March 31, 1997 (the "Effective Date" of such amendments):
Section 1.1. The definition of "Applicable Margin" is amended by
deleting the Pricing Grid contained therein and the second and third paragraphs
thereof, and substituting therefor the following:
Applicable Margin
-----------------
Performance Ratio Base Rate Eurocurrency Commitment
----------------- Loans Rate Loans Fee Rate
----- ---------- --------
2.25:1 or lower 0% 1.0% .25%
2.75:1 or lower, but higher than 2.25:1 0% 1.5% .375%
3.25:1 or lower, but higher than 2.75:1 0.5% 2.0% .375%
3.75:1 or lower, but higher than 3.25:1 1.0% 2.5% .5%
Higher than 3.75:1 1.5% 3.0% .5%
The Performance Ratio is the ratio of Senior Funded Indebtedness to
Consolidated EBITDA, with Consolidated EBITDA calculated for a Reference Period
ended on the last day of the fiscal quarter ended immediately preceding the
applicable Rate Setting Period, provided that, for any period prior to the TCR
Closing Date included in any such Reference Period, Consolidated EBITDA shall
include amounts for each fiscal quarter prior to the TCR Closing Date
representing the EBITDA of TCR (mutatis mutandis to reflect such amounts'
reference to TCR) for each such quarter, as notified by TransTechnology to the
Agent and each of the Lenders, by written notice in form and substance
satisfactory to the Agent, at least five (5) Business Days prior to June 30,
1997.
Section 1.2. The definition of "Approved Acquisition" is amended
by deleting "six (6)" on line 4 of paragraph (a) thereof, and substituting
therefor "six and one-half (6.5)".
Section 1.3. The definition of "Banks" is amended by deleting "on"
in the first line thereof and substituting therefor "in Part I of".
Section 1.4. The definition of "Borrowing Base Subsidiary" is
amended by deleting "and WTI" on the last line thereof and substituting
therefor "WTI and TCR".
Section 1.5. The definition of "Commitment" is amended by deleting
such definition in its entirety and substituting therefor the following:
"Commitment. As to any Lender, such Lender's Revolving Credit
Commitment, Term A Commitment, Third Tranche Commitment, Term B Commitment or
commitment to participate in the International Facility Loans, as the case may
be."
3
-3-
Section 1.6. The definition of "Eligible Assignee" is amended by
deleting "and (vi)" on line 17 thereof and substituting therefor "(vi) a
Lender; and (vii)".
Section 1.7. The definition of "Lender" is amended by inserting ",
the Third Tranche Lenders" between the words "The Banks" and "and the Term B
Lenders" on the first line thereof.
Section 1.8. The definitions of "Majority Banks", "Majority
Lenders" and "Majority Term B Lenders" are amended by deleting such definitions
in their entirety and substituting therefor the following:
"Majority Banks. As of any date, so long as there is only one Bank or
Third Tranche Lender, such Bank or Third Tranche Lender, and so long as there
are at least two Banks and/or Third Tranche Lenders, two or more Banks and/or
Third Tranche Lenders holding at least sixty-six and two-thirds percent (66
2/3%) of the outstanding principal amount of the Revolving Credit Notes and the
Term A US Tranche Notes, and of the commitments to participate in the German
Tranche and UK Tranche of Term Loan A, on such date; and if no such principal
is outstanding, the Banks and Third Tranche Lenders whose aggregate Revolving
Credit Commitments, Term A Commitments and Third Tranche Commitments constitute
at least sixty-six and two-thirds percent (66 2/3%) of the aggregate of such
Commitments.
Majority Lenders. As of any date, so long as there is only one Lender,
such Lender, and so long as there are at least two Lenders, two or more Lenders
whose aggregate Commitments constitute at least sixty-six and two-thirds
percent (66 2/3%) of the aggregate of the Commitments of all of the Lenders.
Majority Term B Lenders. As of any date, so long as there is only one
Term B Lender, such Term B Lender, and so long as there are at least two Term B
Lenders, two or more Term B Lenders holding at least sixty-six and two-thirds
percent (66 2/3%) of the outstanding principal amount of the Term B Notes on
such date."
Section 1.9. The definition of "Revolving Credit Loan Maturity
Date" is amended by deleting the date "December 31, 2000" and substituting
therefor "[March 31], 2002."
Section 1.10. The definition of "Second US Tranche" is amended by
deleting the date "March 31, 1997" on line 3 thereof and substituting therefor
"May 31, 1997".
Section 1.11. The definition of "Security Documents" is amended by
inserting the words "the Collateral Assignment of TCR Stock Purchase
Agreement," between the words "Acquisition Documents" and "and the Stock Pledge
Agreement" on line 4 thereof.
Section 1.12. The definition of "Term Loan A" is amended by
deleting such definition in its entirety and substituting therefor the
following:
"Term Loan A. The term loan facilities made available (a) by the Banks
and the Fronting Bank to the Borrowers on the Closing Date, and (b) with
respect to the Second US Tranche and the Third US Tranche, by the Banks and the
Third Tranche Lenders on the
4
-4-
TCR Closing Date, in an aggregate principal amount of up to $61,600,000, as
described in Section 4A.1."
Section 1.13. The definition of "Term Loan A Maturity Date" is
amended by deleting the date "December 31, 2000' and substituting therefor
"[March 31], 2002".
Section 1.14. The definition of "Tranche" is amended by inserting
the words ", the Third US Tranche" between the words "the Second US Tranche"
and ", the UK Tranche" on line 2 thereof.
Section 1.15. Section 1.1 of the Credit Agreement is further
amended by inserting the following new definitions therein in alphabetical
order:
Collateral Assignment of TCR Stock Purchase Agreement. The Collateral
Assignment in favor of the Agent, to be dated on or prior to the TCR Closing
Date, of all of TransTechnology's right, title and interest in, to and under
the TCR Stock Purchase Agreement, including (without limitation) the consent
thereto from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in form and substance satisfactory to the
Lenders and the Agent.
TCR. TCR Corporation, a Minnesota corporation.
TCR Acquisition. The acquisition by TransTechnology of all of the
issued and outstanding capital stock of TCR pursuant to and in accordance with
the TCR Stock Purchase Agreement.
TCR Closing. The "Closing" of the TCR Acquisition, as defined in the
TCR Stock Purchase Agreement.
TCR Closing Date. The date of the "Closing" of the TCR Acquisition, as
defined in the TCR Stock Purchase Agreement.
TCR Stock Purchase Agreement. The Stock Purchase Agreement dated as of
April 3, 1997, between TransTechnology and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
Third Tranche Commitment. With respect to each Third Tranche Lender,
the amount set forth in Part II of Schedule 1 hereto as the amount of such
Third Tranche Lender's commitment to make the Third US Tranche of Term Loan A
to TransTechnology, or if such commitment is terminated pursuant to the
provisions hereof, zero.
Third Tranche Commitment Percentage. With respect to each Third
Tranche Lender the percentage set forth in Part II of Schedule 1 hereto as such
Third Tranche Lender's percentage of the aggregate Third Tranche Commitments of
the Third Tranche Lenders.
Third Tranche Lenders. FNBB and the other lending institutions
identified in Part II of Schedule 1 hereto as Third Tranche Lenders, and any
other Person who becomes an assignee of any rights and obligations of a Third
Tranche Lender pursuant to Section 20.
5
-5-
Third US Tranche. With respect to Term Loan A, the Tranche made or to
be made by the Third Tranche Lenders on the TCR Closing Date, in an aggregate
principal amount of up to $20,000,000, pursuant to Section 4A.1.4.
US Tranche. Any of the First US Tranche of Term Loan A, the Second US
Tranche of Term A or the Third US Tranche of Term Loan A.
Section 1.16. Section 4A ("Term Loan A") of the Credit Agreement is
amended by deleting such section in its entirety and substituting therefor the
following new Section 4A.:
"4A. TERM LOAN A.
4A.1. COMMITMENT TO LEND.
4A.1.1. FIRST US TRANCHE. Subject to the other terms and conditions
set forth in this Credit Agreement, each Bank agrees to lend to TransTechnology
on June 30, 1995, in Dollars, the amount of its Term A Commitment Percentage of
the principal amount of $15,000,000.
4A.1.2. GERMAN TRANCHE. Subject to the terms and conditions set forth
in this Credit Agreement, the Fronting Bank agrees to lend to GmbH on June 30,
1995, in Deutschmarks, the principal amount of the DM Equivalent of
$12,000,000.
4A.1.3. UK TRANCHE. Subject to the terms and conditions set forth in
this Credit Agreement, the Fronting Bank agrees to lend to Limited on June 30,
1995, in Sterling, the principal amount of the Sterling Equivalent of
$8,000,000.
4A.1.4. SECOND AND THIRD US TRANCHES. In addition to the other terms
and conditions set forth in this Credit Agreement, the availability of the
Second US Tranche and Third US Tranche of Term Loan A is subject to the
fulfillment of the additional conditions that the proceeds of such Loans shall
be used by TransTechnology to finance the TCR Acquisition, which the Majority
Banks shall, as at the TCR Closing Date, be satisfied meets all of the
requirements set forth in the definition of "Approved Acquisition", and no less
than three (3) Business Days prior to the proposed TCR Closing Date,
TransTechnology shall have delivered (i) to the Agent a written notice
substantially in the form of Exhibit C hereto (the "Second US Tranche Request")
specifying (A) the principal amount of Loans requested up to the maximum
principal amount of $35,000,000, (B) the proposed Drawdown Date of such Loan,
which shall in no event be later than May 31, 1997, (C) the proposed Interest
Period or Interest Periods to apply to such Loans or portions of such Loans and
(D) the proposed Type or Types of such Loans or portions of such Loans, (ii) to
the Agent and each of the Banks and Third Tranche Lenders, a copy of the
proposed TCR Stock Purchase Agreement, and (iii) to the Agent and each of the
Banks and Third Tranche Lenders, a certificate of TransTechnology certifying
that the TCR Acquisition meets the requirements set forth in paragraphs (a)
through (c) of the definition of "Approved Acquisition", and that the documents
referred to in paragraphs (d) and (e) of such definition have been delivered in
accordance with the provisions set forth therein. Subject to fulfillment of
all of the conditions referred to in the preceding sentence, each Bank agrees
to lend to TransTechnology on the TCR Closing Date the amount of such Bank's
Term A Commitment Percentage of the Second US Tranche of Term Loan A, and each
of the Third Tranche
6
-6-
Lenders agrees to lend to TransTechnology on the TCR Closing Date the amount of
such Third Tranche Lender's Third Tranche Commitment Percentage of the Third US
Tranche of Term Loan A.
4A.2. THE TERM A NOTES.
4A.2.1. TERM A US TRANCHE NOTES. Each of the US Tranches of Term Loan
A shall be evidenced by separate promissory notes of TransTechnology in
substantially the form of Exhibit D-1 hereto (each, a "Term A US Tranche
Note"), and completed with appropriate insertions. One Term A US Tranche Note
shall be payable to the order of each Bank, with respect to the First US
Tranche and the Second US Tranche of Term Loan A, in a principal amount equal
to such Bank's Term A Commitment Percentage of such Tranches, representing the
obligation of TransTechnology to pay to such Bank such principal amounts or, if
less, the outstanding amount of such Bank's Term A Commitment Percentage of
such Tranches, plus interest accrued thereon, and one Term A US Tranche Note
shall be payable to the order of each Third Tranche Lender, with respect to the
Third US Tranche of Term Loan A, in a principal amount equal to such Third
Tranche Lender's Third Tranche Commitment Percentage of such Tranche,
representing the obligation of TransTechnology to pay to such Third Tranche
Lender such principal amount or, if less, the outstanding amount of such Third
Tranche Lender's Third Tranche Commitment Percentage of such Tranche, plus
interest accrued thereon. TransTechnology irrevocably authorizes each Bank and
Third Tranche Lender to make or cause to be made a notation or notations on the
Record(s) of the Term A US Tranche Notes held by such Bank or Third Tranche
Lender reflecting the original principal amount of such Bank's Term A
Commitment Percentage, or such Third Tranche Lender's Third Tranche Commitment
Percentage, as the case may be, of the applicable Tranches of Term Loan A, and,
at or about the time of such Bank's or Third Tranche Lender's receipt of any
principal payment on its Term A Note(s), an appropriate notation on the
applicable Record(s) reflecting such payment. The aggregate unpaid amount set
forth on such Record(s) shall be prima facie evidence of the principal amount
thereof owing and unpaid to such Bank or Third Tranche Lender, as the case may
be, but the failure to record, or any error in so recording, any such amount on
such Record(s) shall not affect the obligations of TransTechnology or any other
Borrower hereunder or under any Term Note to make payments of principal of and
interest on any Term Note when due.
4A.2.2. TERM A GERMAN TRANCHE NOTE. The German Tranche of Term Loan A
shall be evidenced by a promissory note of GmbH in substantially the form of
Exhibit D-2 hereto (a "Term A German Tranche Note"), dated the Closing Date and
completed with appropriate insertions. The Term A German Tranche Note shall be
payable to the order of the Fronting Bank in a principal amount equal to the
German Tranche of Term Loan A, representing the obligation of GmbH to pay to
the Fronting Bank such principal amount, plus interest accrued thereon as set
forth below. GmbH irrevocably authorizes the Fronting Bank to make or cause to
be made a notation or notations on the Record of the Term A German Tranche Note
reflecting the original principal amount of the German Tranche of Term Loan A
and, at or about the time of the Fronting Bank's receipt of any principal
payment on the Term A German Tranche Note, an appropriate notation on such
Record reflecting such payment. The aggregate unpaid amount set forth on such
Record shall be prima facie evidence of the principal amount of the German
Tranche of Term Loan A owing and unpaid, but the failure to record, or any
error in so recording, any such amount on such Record shall not affect the
obligations of GmbH to make payments of principal of and
7
-7-
interest on the German Tranche of Term Loan A when due hereunder or of
TransTechnology or any of its other Subsidiaries under any other Term Note to
make payments of principal of and interest on any Term Note when due.
4A.2.3. TERM A UK TRANCHE NOTE. The UK Tranche of Term Loan A shall be
evidenced by a promissory note of Limited in substantially the form of Exhibit
D-3 hereto (a "Term A UK Tranche Note"), dated the Closing Date and completed
with appropriate insertions. The Term A UK Tranche Note shall be payable to the
order of the Fronting Bank in a principal amount equal to the UK Tranche of
Term Loan A, representing the obligation of Limited to pay to the Fronting Bank
such principal amount, plus interest accrued thereon as set forth below.
Limited irrevocably authorizes the Fronting Bank to make or cause to be made a
notation or notations on the Record of the Term A UK Tranche Note reflecting
the original principal amount of the UK Tranche of Term Loan A and, at or about
the time of the Fronting Bank's receipt of any principal payment on the Term A
UK Tranche Note, an appropriate notation on such Record reflecting such
payment. The aggregate unpaid amount set forth on such Record shall be prima
facie evidence of the principal amount of the UK Tranche of Term Loan A owing
and unpaid, but the failure to record, or any error in so recording, any such
amount on such Record shall not affect the obligations of Limited to make
payments of principal of and interest on the UK Tranche of Term Loan A when due
or of TransTechnology or any of its other Subsidiaries under any other Term
Note to make payments of principal of and interest on such Term Note when due.
4A.3. SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM LOAN A.
4A.3.1. US TRANCHES. TransTechnology promises to pay to the Agent for
the account of the Banks and the Third Tranche Lenders the principal amount of
the US Tranches of Term Loan A in installments in accordance with the column
headed "US Tranches" of the chart attached hereto as Schedule 3, such
installments to be due and payable on the last day of each calendar quarter of
each calendar year, in the amounts set forth opposite such calendar quarter in
such chart, commencing with the first calendar quarter ending following the TCR
Closing Date, with a final payment on the Term Loan A Maturity Date in an
amount equal to the unpaid balance of the US Tranches of Term Loan A.
4A.3.2. GERMAN TRANCHE. GmbH promises to pay to the Fronting Bank the
principal amount of the German Tranche of Term Loan A in installments in
accordance with Column 2 of the chart attached hereto as Schedule 3, such
installments to be due and payable on the last day of each calendar quarter of
each calendar year, in amounts in Deutschmarks as close as possible to the DM
Equivalent of the Dollar amounts set forth opposite such calendar quarter in
such chart, commencing on December 31, 1995, with a final payment on the Term
Loan A Maturity Date in an amount of Deutschmarks equal to the DM Equivalent of
the unpaid balance of the German Tranche of Term Loan A.
4A.3.3. UK TRANCHE. Limited promises to pay to the Fronting Bank the
principal amount of the UK Tranche of Term Loan A in installments in accordance
with Column 3 of the chart attached hereto as Schedule 3, such installments to
be due and payable on the last day of each calendar quarter of each calendar
year, in amounts in Sterling as close as
8
-8-
possible to the Sterling Equivalent of the Dollar amounts set forth opposite
such calendar quarter in such chart, commencing on December 31, 1995, with a
final payment on the Term Loan A Maturity Date in an amount equal to the
Sterling Equivalent of the unpaid balance of the UK Tranche of Term Loan A.
4A.4. OPTIONAL PREPAYMENT OF TERM LOAN A. Each of Trans-Technology,
GmbH and Limited shall have the right at any time to prepay the Term A US
Tranche Notes, Term A German Note and Term A UK Note, respectively, on or
before the Term Loan A Maturity Date, as a whole or in part, upon not less than
five (5) Business Days prior written notice to the Agent (if such prepayment is
with respect to any of the US Tranches) or upon not less than five (5)
Eurocurrency Business Days prior written notice to the Fronting Bank (if such
prepayment is with respect to the German Tranche or the UK Tranche), without
premium or penalty, provided that (i) each partial prepayment shall be in the
principal amount of $1,000,000 or the Sterling Equivalent or DM Equivalent
thereof or an integral multiple thereof, (ii) no portion of Term Loan A bearing
interest at a Eurocurrency Rate may be prepaid pursuant to this Section 4A.4
except on the last day of the Interest Period relating thereto, unless all
costs in connection with such prepayment are paid in full simultaneously with
such prepayment pursuant to Section 6.10, (iii) each partial prepayment of any
portion of the Term Loans made by TransTechnology shall be applied pro rata
against the scheduled installments of principal due on each of the Tranches of
Term Loan A and on Term Loan B, in the inverse order of maturity, (iv) each
partial prepayment made with respect to the First US Tranche and the Second US
Tranche shall be allocated among the Banks, in proportion, as nearly as
practicable, to the respective outstanding amount of each Bank's Term A US
Tranche Notes, with adjustments to the extent practicable to equalize any prior
prepayments not exactly in proportion, and (v) each partial prepayment made
with respect to the Third US Tranche shall be allocated among the Third Tranche
Lenders, in proportion as nearly as practicable to the respective outstanding
amount of each Third Tranche Lender's Term A US Tranche Note, with adjustments
to the extent practicable to equalize any prior prepayments not exactly in
proportion. Any prepayment of principal of Term Loan A shall include all
interest accrued to the date of prepayment. No amount repaid with respect to
Term Loan A may be reborrowed.
4A.5. INTEREST ON TERM LOAN A.
4A.5.1. INTEREST RATES. Except as otherwise provided in Section 6.11,
the Tranches of Term Loan A shall bear interest during each Interest Period
relating to all or any portion of such Tranches at the following rates:
(a) to the extent that all or any portion of any of the US
Tranches or the German Tranche of Term Loan A bears interest during such
Interest Period at a Base Rate, such Tranches of Term Loan A or such portion
thereof shall bear interest during such Interest Period at a rate per annum
equal to the sum of (i) the applicable Base Rate plus (ii) the Applicable
Margin with respect to Base Rate Loans as in effect from time to time;
(b) the UK Tranche of Term Loan A or any portion thereof shall
bear interest during such Interest Period at a rate per annum equal to the sum
of (i) the Sterling Eurocurrency Rate determined for such Interest Period plus
(ii) the Applicable Margin with respect to Eurocurrency Rate Loans as in effect
from time to time; and
9
-9-
(c) to the extent that all or any portion of any of the US
Tranches or the German Tranche of Term Loan A bears interest during such
Interest Period at a Eurocurrency Rate, such Tranches of Term Loan A or such
portion thereof shall bear interest during such Interest Period at a rate per
annum equal to the sum of (i) the applicable Eurocurrency Rate determined for
such Interest Period plus (ii) the Applicable Margin with respect to
Eurocurrency Rate Loans as in effect from time to time.
TransTechnology promises to pay interest, in accordance with Section
6.3.2, on the US Tranches of Term Loan A or any portion thereof outstanding
during each Interest Period in arrears on each Interest Payment Date applicable
to such Interest Period. GmbH promises to pay interest, in accordance with
Section 6.3.2, on the German Tranche of Term Loan A or any portion thereof
outstanding during each Interest Period in arrears on each Interest Payment
Date applicable to such Interest Period. Limited promises to pay interest, in
accordance with Section 6.3.2, on the UK Tranche of Term Loan A or any portion
thereof outstanding during each Interest Period in arrears on each Interest
Payment Date applicable to such Interest Period.
4A.5.2. NOTIFICATION BY BORROWERS. The applicable Borrower shall
notify the Agent, such notice to be irrevocable, at least three (3)
Eurocurrency Business Days prior to the Drawdown Date of any Tranche of Term
Loan A if all or any portion of such Tranche of Term Loan A is to bear interest
at a Eurocurrency Rate. In addition, GmbH shall notify the DM Lending Office of
the Fronting Bank, such notice to be irrevocable, at least three (3)
Eurocurrency Business Days prior to the Drawdown Date of any portion of the
German Tranche of Term Loan A if all or any portion of such Tranche of Term
Loan A is to bear interest at the DM Eurocurrency Rate. The UK Tranche of Term
Loan A shall bear interest at the Sterling Eurocurrency Rate only (without any
option to convert to the Sterling Base Rate), and Limited shall notify the
Sterling Lending Office of the Fronting Bank, such notice to be irrevocable, at
least three (3) Eurocurrency Business Days prior to the Drawdown Date of all or
any portion of the UK Tranche of Term Loan A as to Limited's election of an
Interest Period with respect to such portion or such Tranche of Term Loan A.
After each of the US Tranches or the German Tranche of Term Loan A have been
drawn down, the provisions of Section 2.7 (including the limitations in Section
2.7.3) shall apply mutatis mutandis with respect to all or any portion of each
such Tranche, so that TransTechnology and GmbH may have the same interest rate
options with respect to their respective portions of Term Loan A (or any part
thereof) as TransTechnology would be entitled to with respect to the Revolving
Credit Loans.
4A.5.3. AMOUNTS, ETC. Any portion of Term Loan A bearing interest at a
Eurocurrency Rate relating to any Interest Period shall be in the amount of
$1,000,000 or an integral multiple thereof. No Interest Period relating to any
Tranche of Term Loan A or any portion thereof bearing interest at a
Eurocurrency Rate shall extend beyond the date on which a regularly scheduled
installment payment of principal with respect to such Tranche of Term Loan A is
to be made unless a portion of Term Loan A at least equal to such installment
payment has an Interest Period ending on such date or is then bearing interest
at a Base Rate.
4A.6. TERM A COMMITMENT FEE. TransTechnology agrees to pay to the
Agent (a) for the accounts of the Banks in accordance with their respective
Term A Commitment Percentages a commitment fee calculated at the Commitment Fee
Rate per annum on the
10
-10-
average daily amount during each calendar quarter or portion thereof from the
Closing Date to the first to occur of the TCR Closing Date and May 31, 1997 by
which the aggregate amount of the Banks' Term A Commitments exceeds the
outstanding principal amount of the First US Tranche, Second US Tranche, German
Tranche and UK Tranche of Term Loan A, plus all repayments or prepayments of
the principal of such Tranches of Term Loan A, during such calendar quarter,
(b) for the accounts of the Third Tranche Lenders in accordance with their
respective Third Tranche Commitment Percentages, a Commitment Fee calculated at
the Commitment Fee Rate per annum on the average daily amount during the period
from March 31, 1997 to the first to occur of the TCR Closing Date and May 31,
1997 by which $20,000,000 exceeds the outstanding principal amount of the Third
US Tranche of Term Loan A, plus all repayments or prepayments of the principal
of such Tranche of Term Loan A, during such period. The commitment fees
described in this Section 4A.6 shall be payable quarterly in arrears on the
first day of each calendar quarter for the immediately preceding calendar
quarter, commencing on the first such date following the date hereof, with a
final payment on the first to occur of the TCR Closing Date and May 31, 1997,
or any earlier date on which the Term A Commitments or the Third Tranche
Commitments, as the case may be, shall terminate."
Section 1.17. Section 6.3.2 is amended by deleting such section in
its entirety and substituting therefor the following:
"6.3.2. APPLICATION OF INTEREST PAYMENTS. Interest and commissions
payable by the Borrowers shall be paid as follows:
(a) as to interest and commissions due with respect to Fronted
Loans to the Fronting Bank, for the account of the Fronting Bank,
provided that (i) to the extent that a Bank has paid to the Fronting
Bank any amount in respect of any Fronted Loan pursuant to Section
6.12, interest or commissions to the extent as aforesaid on such
amount of such Fronting Loan shall thereafter accrue for the account
of such Bank, and (ii) the Fronting Bank shall pay all amounts of
interest received with respect to the Applicable Margin to the Agent
for the account of the Banks in the proportion of their respective
Revolving Credit Commitment Percentages (with respect to interest and
commission on International Facility Loans) or in the proportion of
their respective Term A Commitment Percentages (with respect to
interest on the German Tranche and UK Tranche of Term Loan A)
provided, however, that, for purposes of this clause (ii) only, the
Applicable Margin shall be deemed to be that Applicable Margin which
is to be applied to Eurocurrency Rate Loans;
(b) as to interest due with respect to the Third US
Tranche of Term Loan A, to the Agent for the account of the Third
Tranche Lenders in the proportion to their respective Third Tranche
Commitment Percentages from time to time;
(c) as to interest due with respect to Term Loan B, to
the Agent for the account of the Term B Lenders in the proportion of
their respective Term B Commitment Percentages from time to time;
(d) as to interest due with respect to Term Loan A
(except to the extent provided in clauses (a) and (b) above), to the
Agent for the account of the Banks in the proportion of their
respective Term A Commitment Percentages from time to time; and
11
-11-
(e) as to interest due with respect to Revolving Credit
Loans, to the Agent for the account of the Banks in the proportion of
their respective Revolving Credit Commitment Percentages from time to
time."
Section 1.18. Section 6.5 is amended by deleting "the Banks" on
line 15 thereof and substituting therefor "the applicable Lender(s)".
Section 1.19. Section 9.9.2 is amended by deleting the words "Twice
each calendar year (or more frequently as determined by the Agent)," from the
first two lines thereof.
Section 1.20. Section 11.1 (Consolidated EBITDA to Consolidated
Total Interest Expense) is amended by deleting the ratio "4.00:1" on the last
line of the column headed "Ratio" in the chart therein, and substituting
therefor "3.50:1".
Section 1.21. Section 11.3 (Leverage) is amended by deleting the
last two periods and ratios set forth in the chart therein, and substituting
therefor the following:
"From March 31, 1997 through March 30, 1998 3.50:1
From March 31, 1998 through March 30, 1999 3.25:1
From March 31, 1999 and thereafter 2.75:1"
Section 1.22. Section 11.6 (Capital Expenditures) is amended by
deleting the figure "$7,000,000" on the fifth line thereof, and substituting
therefor the figure "$9,000,000".
Section 1.23. Section 16.8 is amended by inserting the words ",
Third Tranche Commitment" following the words "Term B Commitment" on line 3
thereof.
Section 1.24. Section 20.1 is amended by addition the following new
Section 20.1.3 at the end thereof:
"20.1.3. CONDITIONS TO ASSIGNMENT BY THIRD TRANCHE LENDERS. Except as
provided herein, each Third Tranche Lender may assign to one or more Eligible
Assignees all or a portion of its interests, rights and obligations as a Third
Tranche Lender under this Credit Agreement (including all or a portion of the
Third Tranche Loans at the time owing to it and the same portion of the Term A
US Tranche Notes held by it); provided that (a) the Agent shall have given its
prior written consent to such assignment, (b) each such assignment shall be of
a constant, and not a varying, percentage of all the assigning Third Tranche
Lender's rights and obligations as a Third Tranche Lender under this Credit
Agreement, (c) each such assignment shall be in an amount that is a whole
multiple of $1,000,000 and (d) the parties to such assignment shall execute and
deliver to the Agent, for recording in the Register (as hereinafter defined),
an Assignment and Acceptance, substantially in the form of Exhibit F-1 hereto
mutatis mutandis to reflect its use to assign portions of the Third US Tranche
of Term Loan A (also being referred to herein as an "Assignment and
Acceptance"), together with any Term A US Tranche Notes subject to
12
-12-
such assignment. Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in any such Assignment and Acceptance,
which effective date shall be at least five (5) Business Days after the
execution thereof, (i) the assignee thereunder shall be a party hereto and, to
the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Third Tranche Lender hereunder, and (ii) the assigning Third
Tranche Lender shall, to the extent provided in such assignment and upon
payment to the Agent of the registration fee referred to in Section 20.3, if
required, be released from its obligations under this Credit Agreement."
Section 1.25. Section 20.2 is amended by adding the words "or Third
Tranche Lender" following the words "or Term B Lender" on line 3 of clause (g)
thereof.
Section 1.26. Section 20.3 is amended by deleting such section in
its entirety and substituting therefor the following new Section 20.3:
"20.3. REGISTER. The Agent shall maintain a copy of each Assignment
and Acceptance delivered to it and a register or similar list (the "Register")
for the recordation of (a) the names and addresses of the Banks, the Term B
Lenders and the Third Tranche Lenders, (b) the Revolving Credit Commitment
Percentages and Term Loan A Commitment Percentages of, the principal amounts of
the Revolving Credit Loans and the Tranches of Term Loan A owing to, and the
Letter of Credit Participations and participations in the risk related to the
Fronted Loans purchased by, the Banks from time to time, (c) the principal
amount of Term Loan B owing to each of the Term B Lenders from time to time,
and (d) the Third Tranche Commitment Percentages of, and principal amounts of
the Third US Tranche of Term Loan A owing to, the Third Tranche Lenders from
time to time. The entries in the Register shall be conclusive, in the absence
of manifest error, and the Borrowers, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Bank or Term B Lender or
Third Tranche Lender, as the case may be, hereunder for all purposes of this
Credit Agreement. The Register shall be available for inspection by the
Borrowers and the Lenders at any reasonable time and from time to time upon
reasonable prior notice. Upon each such recordation, other than the
recordations of transfers from the original Bank, Term B Lender or Third
Tranche Lender, as the case may be, the assigning Lender agrees to pay to the
Agent a registration fee in the sum of $2,500."
Section 1.27. Section 20.4 is amended by adding the words "or Third
Tranche Lender" following the words "or Term B Lender" on lines 11, 13 and 14
thereof.
Section 1.28. Section 21 is amended by deleting clauses (a) - (c)
thereof in their entirety and substituting therefor the following:
"(a) if to any of the Borrowers, at TransTechnology
Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, U.S.A.,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Vice President, Secretary and General
Counsel, or at such other address for notice as TransTechnology shall last have
furnished in writing to the Person giving the notice;
(b) if to the Agent, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President, or
such other address for notice as the Agent shall last have furnished in writing
to the Person giving the notice;
13
-13-
(c) if to any Bank or Third Tranche Lender, at such Lender's
address set forth on Schedule 1 hereto, or such other address for notice as
such Lender shall have last furnished in writing to the Person giving the
notice; and"
Section 1.29. Section 27.1 is amended by adding "and the Third
Tranche Lenders" following "the Banks" on line 2 of clause (g) thereof, and
adding the following new clause (h) at the end thereof:
"(h) Except as otherwise set forth in this Agreement, without the
prior unanimous written consent of the Third Tranche Lenders, no amendment,
consent or waiver shall affect the amount or extend the time of the obligations
of the Third Tranche Lenders to make the Third US Tranche of Term Loan A or
extend the originally scheduled time or times of payment of the principal of
such Tranche or alter the time or times of payment of interest on such Tranche
or the amount of the principal thereof or the rate of interest thereon or
permit any subordination of the principal or interest on such Tranche or alter
the apportionment of any repayments or prepayment of such Tranche to which the
Third Tranche Lenders (as a class) are entitled. Without the prior written
consent of the Majority Banks, no amendment, consent or waiver shall alter the
apportionment of any repayments or prepayment of any Loans to which the Third
Tranche Lenders are entitled."
Section 1.30. The Schedules to the Credit Agreement are amended by
deleting Schedules 1, 2 and 3 thereto in their entirety and substituting
therefor the Schedules 1, 2 and 3 attached hereto as Exhibits A and B.
Section 1.31. The Schedules to the Credit Agreement are further
amended by adding the disclosures listed on Exhibit C to each of the respective
Schedules referred to in such Exhibit.
Section 2. AMENDMENT TO SUBSIDIARY GUARANTY. Immediately upon
the completion of the TCR Closing, the Subsidiary Guaranty shall be amended to
add TCR as a party thereto as a "Guarantor", and TCR hereby consents and agrees
to join the Subsidiary Guaranty as a Guarantor and to assume all of the
obligation of make each of the covenants, representations and warranties made
by and grant each of the rights granted by a Guarantor thereunder, jointly and
severally with each of the other Guarantors, with immediate effect from and
after the TCR Closing.
Section 3. AMENDMENT TO SECURITY AGREEMENT. Immediately upon the
completion of the TCR Closing, the Security Agreement dated as of June 30, 1995
among TransTechnology, certain of the Guarantors and the Agent, shall be
amended to add TCR as a party thereto as a "Subsidiary" and one of the
"Companies" thereunder, and TCR hereby consents and agrees to join the Security
Agreement as one of the Subsidiaries and Companies referred to therein, and to
assume all of the obligations of make each of the covenants, representations
and warranties made by, and grant each of the rights granted by a Subsidiary or
by a Company thereunder, with immediate effect from and after the TCR Closing,
and TCR unconditionally and jointly and severally grants to the Agent, for the
benefit of the Lenders and the Agent, a security interest in, and so pledges
and assigns to the Agent, for the benefit of the Lenders and the Agent, all of
its Collateral (as defined in Section 2.1 of such Security Agreement), to
secure the payment and performance in full of all of the Obligations, as
defined in such Security Agreement.
14
-14-
Section 4. AMENDMENT TO STOCK PLEDGE AGREEMENT. Immediately upon
the completion of the TCR Closing, the Stock Pledge Agreement dated as of June
30, 1995 among TransTechnology, SSP Industries, TTSO and the Agent shall be
amended (a) to provide for the addition of TCR as a "Subsidiary" thereunder and
(b) by deleting the original Annex A thereto and substituting, therefor the
Annex A attached as Exhibit D hereto, and TCR hereby consents and agrees to the
pledge of all of the issued and outstanding shares of its capital stock
pursuant to such Stock Pledge Agreement and joins in such Agreement for the
sole purpose of consenting to and being bound by the provisions of Sections
4.1, 6 and 7 thereof, and agrees to co-operate fully and in good faith with the
Agent and the Pledgors, as defined therein, in carrying out such provisions.
Section 5. AMENDMENT TO TRADEMARK COLLATERAL SECURITY AND PLEDGE
AGREEMENT. Immediately upon the completion of the TCR Closing, the Trademark
Collateral Security and Pledge Agreement dated as of June 30, 1995 by and among
TransTechnology, WTI and the Agent shall be amended (a) to add TCR as an
"Assignor" thereunder, and (b) to add to Schedule A thereto the trademarks and
trademark assignments set forth in Exhibit E hereto, and TCR hereby consents
and agrees to assume all of the obligations of, make each of the covenants,
representations and warranties made by and grant each of the rights granted by
an Assignor thereunder, with immediate effect from and after the TCR Closing.
Section 6. AMENDMENT TO PATENT COLLATERAL ASSIGNMENT AND
SECURITY AGREEMENT. Immediately upon the completion of the TCR Closing, the
Patent Collateral Assignment and Security Agreement dated as of June 30, 1995
by and among TransTechnology, WTI and the Agent shall be amended (a) to add TCR
as a "Assignor" thereunder, and (b) to add to Schedule A thereto the patents
and patent assignments set forth in Exhibit F hereto, and TCR hereby consents
and agrees to assume all of the obligations of, make each of the covenants,
representations and warranties made by and grant each of the rights granted by
an Assignor thereunder, with immediate effect from and after the TCR Closing.
Section 7. CONSENT. Subject to the conditions set forth herein,
the Agent and the Lenders hereby consent to the acquisition by TransTechnology
of all of the issued and outstanding capital stock of TCR, and the entry by TCR
into that certain Amended and Restated Lease Agreement with Polo Investment
Company, to be dated as of the TCR Closing Date, substantially in the form most
recently delivered to the Agent prior to the date hereof.
Section 8. CONDITIONS TO EFFECTIVENESS. The effectiveness of
this Amendment and the consents set forth herein shall be conditioned upon the
satisfaction of the following conditions precedent:
Section 8.1. Delivery of Documents. The Borrowers shall have
delivered to the Agent (a) this Amendment executed and delivered by each of the
Borrowers and the Guarantors, and (b) each of the documents listed on Exhibit G
hereto, all in form and substance satisfactory to the Lenders and the Agent.
Section 8.2. Legality of Transaction. No change in applicable law
shall have occurred as a consequence of which it shall have become and continue
to be unlawful on the date this Amendment is to become effective (a) for the
Agent or any Lender to perform any of its
15
-15-
obligations under any of the Loan Documents or (b) for any of the Borrowers or
Guarantors to perform any of its agreements or obligations under any of the
Loan Documents.
Section 8.3. Performance. Each of the Borrowers shall have duly
and properly performed, complied with and observed in all material respects its
covenants, agreements and obligations contained in the Loan Documents required
to be performed, complied with or observed by it on or prior to the date this
Amendment is to become effective. No event shall have occurred on or prior to
the date this Amendment is to become effective and be continuing, and no
condition shall exist on the date this Amendment is to become effective which
constitutes a Default or Event of Default under any of the Loan Documents.
Section 8.4. Proceedings and Documents. All corporate,
governmental and other proceedings in connection with the transactions
contemplated by this Amendment and all instruments and documents incidental
thereto shall be in form and substance reasonably satisfactory to the Agent and
the Agent shall have received all such counterpart originals or certified or
other copies of all such instruments and documents as the Agent shall have
reasonably requested.
Section 9. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers
hereby represents and warrants to the Lenders that, as of the date hereof and
as of the TCR Closing Date:
(a) The representations and warranties of such Borrower contained
in the Credit Agreement and the other Loan Documents to which it is a party
were true and correct in all material respects when made, continue to be true
and correct in all material respects on the date hereof and, except as set
forth in the amendments to the Schedules to the Credit Agreement set forth in
Exhibit C hereto, will be true and correct in all material respects on the TCR
Closing Date, both before and immediately after giving effect to the TCR
Closing, provided that the financial statements referred to in such
representations and warranties shall be the financial statements of the
Borrowers most recently delivered to the Agent, and the "Balance Sheet Date",
as used in such representations and warranties, shall be the date of the most
recent audited consolidated financial statements of TransTechnology and its
Subsidiaries delivered to the Lenders pursuant to Section 9.4 of the Credit
Agreement.
(b) The execution, delivery and performance by such Borrower of
this Amendment and the consummation of the transactions contemplated hereby;
(i) are within the corporate powers of such Borrower and have been duly
authorized by all necessary corporate action on the part of such Borrower, (ii)
do not require any approval, consent of, or filing with, any governmental
agency or authority, or any other person, association or entity, which bears on
the validity of this Amendment and which is required by law or the regulation
or rule of any agency or authority, or other person, association or entity,
(iii) do not violate any provisions of any order, writ, judgment, injunction,
decree, determination or award presently in effect in which such Borrower is
named, or any provision of the charter documents or by-laws of such Borrower,
(iv) do not result in any breach of or constitute a default under any agreement
or instrument to which such Borrower is a party or to which it or any of its
properties are bound, including without limitation any indenture, loan or loan
agreement, lease, debt instrument or mortgage, except for such breaches and
defaults which would not have a material adverse effect on such Borrower and
its Subsidiaries taken as a whole, and (v) do not result in or require the
creation or imposition of any mortgage, deed of trust, pledge or encumbrance of
any nature upon any of the assets or properties of such Borrower;
16
-16-
(c) This Amendment, each of the Loan Documents as amended hereby,
the Collateral Assignment of TCR Stock Purchase Agreement, and the Term A US
Tranche Notes issued with respect to the Second and Third US Tranches of Term
Loan A, constitute the legal, valid and binding obligations of each of the
Borrowers and their Subsidiaries party hereto, enforceable against such
Borrower or Subsidiaries in accordance with their respective terms, provided
that (i) enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the
rights and remedies of creditors, and (ii) enforcement may be subject to
general principles of equity, and the availability of the remedies of specific
performance and injunctive relief may be subject to the discretion of the court
before which any proceeding for such remedies may be brought; and
(d) TransTechnology has delivered to the Agent in connection with
the TCR Acquisition (a) the audited financial statements of TCR for its fiscal
years ending December 31, 1994, 1995 and 1996 (the "TCR Financial Statements"),
(b) consolidated projections dated March 10, 1997 of the financial performance
of TransTechnology and its Subsidiaries for the five (5) years commencing on
March 31, 1997, assuming the completion of the TCR Acquisition as of March 31,
1997 (the "TCR Projections"), and which fairly disclose all assumptions made
with respect to general economic, financial and market conditions used in their
formulation, and (c) a pro forma consolidated balance sheet of TransTechnology
and its Subsidiaries as at the TCR Closing, employing the unaudited
consolidated balance sheet of TransTechnology and its Subsidiaries and the
unaudited balance sheet of TCR, each dated February 28, 1997, which properly
gives effect to the TCR Acquisition and the Loans to be made in connection
therewith. The TCR Financial Statements have been prepared in accordance with
generally accepted accounting principles and fairly present the financial
condition of TCR as at the close of business on the dates thereof and the
results of operations for the fiscal years then ended. Since December 31, 1996,
there has occurred no materially adverse change in the financial condition or
business of TCR or any material assets of TCR as shown on or reflected in the
balance sheet of TCR as at December 31, 1996, or the statement of income for
its fiscal year then ended, other than changes in the ordinary course of
business that have not had any materially adverse effect either individually or
in the aggregate on the business or financial condition of TCR or any material
assets of TCR. To the knowledge of TransTechnology and any of its Subsidiaries,
no facts exist that (individually or in the aggregate) would result in any
material change in any of the TCR Projections. The TCR Projections are based
upon reasonable estimates and assumptions, have been prepared on the basis of
the assumptions stated therein and reflect the reasonable estimates of
TransTechnology and its Subsidiaries of the results of operations and other
information projected therein.
Section 10. NO OTHER AMENDMENTS. Except as expressly provided in
this Amendment, all of the terms and conditions of the Credit Agreement and the
other Loan Documents shall remain in full force and effect.
17
-17-
Section 11. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one instrument. In proving this
Amendment, it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom enforcement is sought.
[rest of page intentionally left blank]
18
-18-
IN WITNESS WHEREOF, the undersigned have duly executed this Consent
and Amendment Agreement No. 5 as a sealed instrument as of the date first set
forth above.
TRANSTECHNOLOGY CORPORATION
By:
----------------------------
Name:
Title:
TRANSTECHNOLOGY ▇▇▇▇▇▇-ORBIS
GmbH
By:
----------------------------
Name:
Title:
▇▇▇▇▇▇▇▇ INTERNATIONAL LIMITED
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
19
-19-
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent,
Issuing Bank and Fronting Bank
By:
----------------------------
Name:
Title:
NATIONAL BANK OF CANADA, individually
and as Co-Agent
By:
----------------------------
Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
----------------------------
Name:
Title:
20
-20-
SUMMIT BANK
By:
----------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By:
----------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING FUND
RATE, INC.
By:
----------------------------
Name:
Title:
21
-21-
The Guarantors under (and as defined in) the Subsidiary Guaranty hereby
acknowledge that they have read and are aware of the provisions of this
Amendment and hereby reaffirm their absolute and unconditional guaranty of the
Borrowers' payment and performance of their obligations to the Lenders and the
Agent under the Credit Agreement as amended hereby.
TRANSTECHNOLOGY ACQUISITION CORPORATION
By:
----------------------------
Name:
Title:
PALNUT FASTENERS, INC.
By:
----------------------------
Name:
Title:
INDUSTRIAL RETAINING RING COMPANY
By:
----------------------------
Name:
Title:
RETAINERS, INC.
By:
----------------------------
Name:
Title:
22
-22-
RANCHO TRANSTECHNOLOGY CORPORATION
By:
----------------------------
Name:
Title:
TRANSTECHNOLOGY SYSTEMS & SERVICES,
INC.
By:
----------------------------
Name:
Title:
ELECTRONIC CONNECTIONS AND ASSEMBLIES,
INC.
By:
----------------------------
Name:
Title:
SSP INDUSTRIES
By:
----------------------------
Name:
Title:
SSP INTERNATIONAL SALES, INC.
By:
----------------------------
Name:
Title:
TRANSTECHNOLOGY ▇▇▇▇▇▇ INC.
By:
----------------------------
Name:
Title:
23
-23-
▇▇▇▇▇▇ INC.
By:
----------------------------
Name:
Title:
TCR Corporation hereby acknowledges and affirms its consents and agreements in
this Amendment with immediate effect from and after the TCR Closing (as defined
in this Amendment).
TCR CORPORATION
By:
----------------------------
Name:
Title:
24
-24-
The Guarantors under and as defined in the English Guarantees hereby
acknowledge that they have read and are aware of the provisions of this
Amendment and hereby reaffirm their absolute and unconditional guarantee of the
Obligations referred to in the English Guarantees, as such Obligations may be
amended in connection with this Amendment.
▇▇▇▇▇▇▇▇ INTERNATIONAL LIMITED
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
▇▇▇▇▇▇▇▇ (PREDECESSORS) LIMITED
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
25
EXHIBIT A to
Consent and Amendment
Agreement No. 5
SCHEDULE 1
PART I
THE BANKS
Name of Bank and Address of Revolving $30,000,000 $3,600,000 $6,400,000 $30,000,000 $8,000,000 $12,000,000
Lending Office (Domestic and Credit and Revolver Revolver Revolver Term A First UK Tranche German Tranche
Eurodollar) Term A (US) (Germany) (UK) US and of Term A Term A
Commitment Second US (Germany)
Percentage Tranches
The First National Bank of 24.166667% 7,250,000.10 870,000.01 1,546,666.69 7,250,000.10 1,933,333.36 2,900,000.04
Boston
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇) ▇▇▇-▇▇▇-▇▇▇▇
National Bank of Canada 22.▇▇▇▇▇▇% 6,666,666.60 799,999.99 1,422,222.21 6,666,666.60 1,777,777.76 2,666,666.64
One Cleveland Center
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
BHF-Bank AG 15% 4,500.000.00 540,000.00 960,000.00 4,500,000.00 1,200,000.00 1,800,000.00
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
The First National Bank of 15% 4,500,000.00 540,000.00 960,000.00 4,500,000.00 1,200,000.00 1,800,000.00
Chicago
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇▇)-▇▇▇-▇▇▇▇
Summit Bank 10% 3,000,000.00 360,000.00 640,000.00 3,000,000.00 800,000.00 1,200,000.00
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇▇)-▇▇▇-▇▇▇▇
26
Name of Bank and Address of Revolving $30,000,000 $3,600,000 $6,400,000 $30,000,000 $8,000,000 $12,000,000
Lending Office (Domestic and Credit and Revolver Revolver Revolver Term A First UK Tranche German Tranche
Eurodollar) Term A (US) (Germany) (UK) US and Second of Term A Term A (Germany)
Commitment US Tranches
Percentage
Senior Debt Portfolio 6.8055555% 2,041,666.65 245,000 435,555.55 2,041,666.65 544,444.44 816,666.66
(▇▇▇▇▇ ▇▇▇▇▇)
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Senior 6.8055555% 2,041,666.65 245,000 435,555.55 2,041,666.65 544,444.44 816,666.66
Floating Rate Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
27
EXHIBIT A to
Consent and Amendment
Agreement No. 5
(continued)
SCHEDULE 1
PART II
THE THIRD TRANCHE LENDERS
Name of Third Tranche Third Tranche $20,000,000 Term A
Lender and Address of Commitment Third US Tranche
Lending Office (Domestic Percentage
and Eurodollar)
The First National Bank of 100% $20,000,000
Boston
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇) ▇▇▇-▇▇▇-▇▇▇▇
28
EXHIBIT A to
Consent and Amendment
Agreement No. 5
(continued)
SCHEDULE 2
THE TERM B LENDERS
Term B Address of Lending Office Term B Commitment $24,500,000(1)
Lender (Domestic and Eurodollar) Percentage Term B
------ ------------------------- ---------- ------
The First National ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 5% 1,225,000.00
Bank of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇) ▇▇▇-▇▇▇-▇▇▇▇
BHF-Bank AG ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇% 1,225,000.00
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
Senior Debt Portfolio ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇. 30% 7,350,000.00
(▇▇▇▇▇ ▇▇▇▇▇) ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Senior ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ 60% 14,700,000.00
Floating Rate Fund, Inc. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
--------------------
(1) Reflecting $500,000 amortization payment made as of June 30, 1996.
29
EXHIBIT B to
Consent and Amendment
Agreement No. 5.
SCHEDULE 3
AMORTIZATION OF TERM LOANS
Term Loan A
Quarter US German UK Term
Ending Tranches ($) Tranche (DM) Tranche (L.) Loan B ($)
------ ------------ ------------ ------------ ----------
12/31/95 600,000 688,080 206,718.37
3/31/96 600,000 666,816 203,627.09
6/30/96 600,000 666,816 203,627.09 500,000
9/30/96 600,000 666,816 203,627.09
12/31/96 600,000 666,816 203,627.09
3/31/97 600,000 666,816 203,627.09
6/30/97 1,450,000 666,816 203,627.09 500,000
9/30/97 1,450,000 666,816 203,627.09
12/31/97 1,450,000 666,816 203,627.09
3/31/98 1,450,000 666,816 203,627.09
6/30/98 2,220,000 666,816 203,627.09 500,000
9/98 2,220,000 666,816 203,627.09
12/98 2,220,000 666,816 203,627.09
3/99 2,220,000 666,816 203,627.09
6/99 2,250,000 833,520 254,533.87 500,000
9/99 2,250,000 833,520 254,533.87
12/99 2,250,000 833,520 254,533.87
3/00 2,250,000 833,520 254,533.87
6/00 2,550,000 1,333,632 407,254.19 500,000
9/00 2,550,000 1,333,632 407,254.19
12/00 2,550,000 1,312,368 404,162.93
--------- ----------
3/01 2,550,000
6/01 3,150,000 7,500,000
9/01 3,150,000
12/01 3,150,000
3/02 3,150,000
---------
6/02 15,000,000
----------
Total(2) 50,000,000 16,670,400 5,090,677.33 25,000,000
--------------------
(2) Total payments to be made on the German Tranche and UK Tranche of
Term Loan A are the respective DM Equivalent and Sterling Equivalent of
$12,000,000 and $8,000,000, as of June 30, 1995.
30
EXHIBIT C to
Consent and Amendment
Agreement No. 5
Amendments to Schedules
31
EXHIBIT D to
Consent and Amendment
Agreement No. 5
ANNEX A TO PLEDGE AGREEMENT
None of the issuers has any authorized, issued or outstanding shares
of its capital stock of any class or any commitments to issue any shares of its
capital stock of any class or any securities convertible into or exchangeable
for any shares of its capital stock of any class except as otherwise stated in
this Annex A.
Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
------ ------ -------- -------- -------- -------- -------
RETAINERS, INC. TRANSTECHNOLOGY 1,000 300 300 0
CORPORATION
TRANSTECHNOLOGY TRANSTECHNOLOGY ORDINARY 100 99 99 L.1.00
EUROPE LIMITED CORPORATION
PALNUT FASTENERS, TRANSTECHNOLOGY COMMON 1,000 100 100 $0.01
INC. CORPORATION
SSP INDUSTRIES TRANSTECHNOLOGY CAPITAL 100 100 100
CORPORATION
SSP INTERNATIONAL SSP INDUSTRIES 25,000 2,500 2,500 $1.00
SALES, INC.
INDUSTRIAL TRANSTECHNOLOGY COMMON 6,000 1,500 1,500 0
RETAINING RING CORPORATION
COMPANY
ELECTRONIC TRANSTECHNOLOGY COMMON 100 100 100 0
CONNECTIONS AND CORPORATION
ASSEMBLIES, INC.
TRANSTECHNOLOGY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ORDINARY 100,000 1 1 A$1.00
AUSTRALASIA PTY, ▇▇▇▇
LIMITED
TRANSTECHNOLOGY TRANSTECHNOLOGY ORDINARY 100,000 1,000 1,000 A$1.00
AUSTRALASIA PTY, CORPORATION
LIMITED
TRANSTECHNOLOGY TRANSTECHNOLOGY COMMON 1,000 1,000 1,000 $1.00
▇▇▇▇▇▇ INC. CORPORATION
TRANSTECHNOLOGY TRANSTECHNOLOGY 1,000 1,000 1,000 0
INTERNATIONAL CORPORATION
CORPORATION
TRANSTECHNOLOGY TRANSTECHNOLOGY 200 200 200 $0.01
SYSTEMS & CORPORATION
SERVICES, INC.
▇▇▇▇▇▇ INC. TRANSTECHNOLOGY COMMON 1,000 1,000 1,000 $1.00
▇▇▇▇▇▇ INC.
RANCHO TRANSTECHNOLOGY COMMON 100 100 100 $0.01
TRANSTECHNOLOGY CORPORATION
CORPORATION
32
-2-
Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
------ ------ -------- -------- -------- -------- -------
TRANSTECHNOLOGY TRANSTECHNOLOGY CAPITAL 1,000 1,000 1,000 0
ACQUISITION CORPORATION
CORPORATION
TCR CORPORATION TRANSTECHNOLOGY COMMON 10,000 2,288 2,288 $5.00
CORPORATION
33
EXHIBIT E to
Consent and Amendment
Agreement No. 5
(LIST OF U.S. TRADEMARKS)
U.S. TRADEMARK REGISTRATIONS
Trademark or Service ▇▇▇▇ Registration No.
------------------------- ----------------
U.S.TRADEMARK APPLICATIONS
Trademark or Service ▇▇▇▇ Serial No.
------------------------- ----------
(LIST OF FOREIGN TRADEMARKS)
Trademark or Service ▇▇▇▇ Registration No. Country
------------------------- ---------------- -------
34
EXHIBIT F to
Consent and Amendment
Agreement No. 5
(LIST OF U.S. PATENTS)
Title Registration No.
----- ----------------
(LIST OF FOREIGN PATENTS)
Title Registration No. Country
----- ---------------- -------
35
EXHIBIT G to
Consent and Amendment
Agreement No. 5
SCHEDULE OF CLOSING DOCUMENTS
1. Third US Tranche Term A Note of TransTechnology in favor of The First
National Bank of Boston.
2. Landlord's Waiver of Polo Investment Company with respect to the lease
of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ AM ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
3. Legal opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of
TransTechnology.
4. Legal opinion of ▇▇▇▇▇▇ & Whitney LLP.
5. Reliance Letter from Faegre & ▇▇▇▇▇▇ LLP, counsel to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, with respect to the legal opinion delivered pursuant to the
TCR Stock Purchase Agreement.
6. UCC-1 Financing Statements of TCR in favor of the Agent to be filed
with:
a) Minnesota Secretary of State
7. Certificate of Restated Articles of Incorporation of TCR, certified by
the Secretary of State of the State of Minnesota.
8. Certificate of Good Standing of TCR, from the Secretary of State for
the State of Minnesota.
9. Secretary's Certificate of TransTechnology as to:
a) no amendments of its Certificate of Incorporation or
by-laws since June 30, 1995;
b) directors' resolutions; and
c) incumbency and signatures of officers.
10. Officer's Certificate of TransTechnology regarding Approved
Acquisition conditions.
11. Drawdown request with respect to the Second US Tranche and Third US
Tranche.
12. Pro forma balance sheet of TransTechnology and its Subsidiaries after
giving effect to the TCR Acquisition.
13. Collateral Assignment of TCR Stock Purchase Agreement, together with
Seller's consent thereto.
14. Fully-executed original of the TCR Stock Purchase Agreement.
36
-2-
15. Stock Certificate(s) and undated stock power(s) executed in blank for
TCR.
16. Pay-off Letter between TCR, TransTechnology and Norwest Bank Minnesota
N.A. ("Norwest").
17. UCC-3 Termination of Financing Statement No. 1549589 filed by Norwest
with the Minnesota Secretary of State.