EXHIBIT 10.47
CONSENT,
AMENDMENT AGREEMENT NO. 4 TO CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT
This CONSENT, AMENDMENT AGREEMENT NO. 4 TO CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT, dated as of December 4, 2001 (this
"Agreement"), is by and among (a) TransTechnology Corporation
("TransTechnology"), TransTechnology Seeger-Orbis GmbH ("GmbH") and
TransTechnology (GB) Limited ("Limited", together with TransTechnology and GmbH,
the "Borrowers"), (b) Fleet National Bank ("FNB") and the other lending
institutions listed on Schedule 1 to the Credit Agreement (as hereinafter
defined) (collectively, the "Lenders"), (c) FNB, acting through its London
Branch, as Sterling Fronting Bank (the "Sterling Fronting Bank"), (d) BHF-BANK
Aktiengesellschaft, as DM Fronting Bank (the "DM Fronting Bank"; together with
the Sterling Fronting Bank, the "Fronting Banks"), (e) FNB, as issuing bank for
Letters of Credit (in such capacity, the "Issuing Bank"), and (f) FNB as
Administrative Agent for the Lenders, the Fronting Banks and the Issuing Bank
(in such capacity, the "Administrative Agent").
WHEREAS, the Borrowers, the Lenders, the Fronting Banks, the Issuing
Bank, ABN AMRO Bank N.V., as Syndication Agent, Bank One, NA, as Documentation
Agent, and the Administrative Agent are parties to that certain Second Amended
and Restated Credit Agreement dated as of June 30, 1995, and amended and
restated as of July 24, 1998, as further amended and restated as of August 31,
1999, as amended by that certain Consent and Amendment Agreement No. 1 dated as
of August 21, 2000 ("Amendment No. 1"), as further amended by that certain
Amendment Agreement No. 2 dated as of December 29, 2000, and as further amended
by that certain Amendment Agreement No. 3 dated as of January 31, 2001 (as so
amended and restated, the "Credit Agreement"). Capitalized terms used herein
unless otherwise defined shall have the respective meanings set forth in the
Credit Agreement;
WHEREAS, pursuant to that certain Forbearance and Waiver Agreement
dated as of March 29, 2001, as amended by that certain Consent and Amendment to
Forbearance Agreement dated as of June 25, 2001, and as further amended by that
Consent and Amendment No. 2 to Forbearance Agreement dated as of September 27,
2001 (as so amended, the "Forbearance Agreement"), by and among the Borrowers,
the Lenders, the Fronting Banks, and the Administrative Agent, the Lenders and
the Administrative Agent agreed to forbear from (a) exercising their rights and
remedies under the Credit Agreement and the other Loan Documents to collect the
indebtedness of the Borrowers to the Administrative Agent and the Lenders under
the Credit Agreement and the other Loan Documents and (b) ceasing to make
Revolving Credit Loans or International Facility Loans or to issue, extend or
renew Letters of Credit;
WHEREAS; pursuant to the terms of the Forbearance Agreement the
forbearance period will end on December 21, 2001;
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WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent extend such forbearance period;
WHEREAS, in accordance with Section 2 of the Forbearance Agreement, the
Borrowers have requested that the Lenders consent to the sale of (i)
TransTechnology's Engineered Components business (the "Engineered Components
Sale"), which consists of TransTechnology Engineered Components, LLC ("TTEC"),
TransTechnology Canada Corporation and the Palnut Division (the "Palnut
Division") of TransTechnology (collectively, the "Engineered Components
Assets"), to KTIN Acquisition, LLC (an entity formed by Kohlberg Management IV,
L.L.C., a private investment company located in Mt. Kisco, New York), (ii)
Seeger-Orbis GmbH & Co. OHG ("Seeger-Orbis") to Barnes Groups Inc. (the
"Seeger-Orbis Sale"), and (iii) TransTechnology Engineered Rings USA, Inc.
("TTER USA") to Ochiai USA, Inc. (the "TTER USA Sale"); and
WHEREAS, the Lenders and the Administrative Agent are willing to extend
the forbearance period and consent to the Engineered Components Sale, the
Seeger-Orbis Sale and the TTER USA Sale, but only on the terms and subject to
the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto hereby agree as follows:
SECTION 1. CONSENT TO ENGINEERED COMPONENTS SALE. Subject to the
satisfaction of the conditions contained in Section 6 hereof (other than
Section 6.1(b)), the Lenders, the Fronting Banks, and the Administrative Agent
consent to the Engineered Components Sale and consent to the release of the
Administrative Agent's liens on the Engineered Components Assets so long as (a)
the Net Cash Proceeds received by the Borrowers in connection with the
Engineered Components Sale (the "Engineered Components Sale Proceeds") are not
less than the amount set forth on Schedule 1 hereto for the Engineered
Components Sale, (b) all documents relating to the Engineered Components Sale,
including, but not limited to any fairness opinions issued in connection with
the Engineered Components Sale, shall be in form and substance satisfactory to
the Administrative Agent, (c) (1) all Engineered Components Sale Proceeds
(including any received on or after the initial closing date of the Engineered
Components Sale) shall be applied immediately upon receipt to prepay the
Revolving Credit Loans, and (2) the Total Revolving Credit Commitment shall be
reduced by the amount of the Engineered Components Sale Proceeds (rounded to the
nearest $1,000) received on or after the initial closing date of the Engineered
Components Sale whereupon the Revolving Credit Commitments of the Lenders shall
be reduced pro rata on such date in accordance with their respective Commitment
Percentages, and (d) the Engineered Components Sale Proceeds are received not
later than December 14, 2001. The Borrowers, the Lenders, the Fronting Banks,
and the Administrative Agent hereby agree that upon the consummation of the
Engineered Components Sale the Total Revolving Credit Commitment shall be
reduced by the amount of the Engineered Components Sale Proceeds (rounded to the
nearest $1,000) whereupon the Revolving Credit
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Commitments of the Lenders shall be reduced pro rata on such date in accordance
with their respective Commitment Percentages. The Lenders and the Fronting Banks
authorize the Administrative Agent to enter into appropriate release documents
necessary in order to release the Administrative Agent's liens on the Engineered
Components Assets. The Lenders, the Fronting Banks, and the Administrative Agent
also consent to the transfer of the Mountainside Property (as defined in
Amendment No. 1) by the Palnut Division to TTEC prior to the consummation of the
Engineered Components Sale.
SECTION 2. CONSENT TO SEEGER-ORBIS SALE. Subject to the satisfaction of
the conditions contained in Section 6 hereof (other than Section 6.1(b) to the
extent the Seeger-Orbis Sale is completed prior to December 30, 2001), the
Lenders, the Fronting Banks, and the Administrative Agent consent to the
Seeger-Orbis Sale and consent to the release of the Administrative Agent's liens
on the assets of Seeger-Orbis so long as (a) the Net Cash Proceeds received by
the Borrowers in connection with the Seeger-Orbis Sale (the "Seeger-Orbis Sale
Proceeds") are not less than the amount set forth on Schedule 1 hereto for the
Seeger-Orbis Sale, (b) all documents relating to the Seeger-Orbis Sale,
including, but not limited to any fairness opinions issued in connection with
the Seeger-Orbis Sale, shall be in form and substance satisfactory to the
Administrative Agent, (c) all Seeger-Orbis Sale Proceeds shall be applied
immediately upon receipt to prepay the Revolving Credit Loans, and (d) the
Seeger-Orbis Sale Proceeds are received not later than January 31, 2002. The
Borrowers, the Lenders, the Fronting Banks, and the Administrative Agent hereby
agree that upon the consummation of the Seeger-Orbis Sale the Total Revolving
Credit Commitment shall be reduced by the amount of the Seeger-Orbis Sale
Proceeds (rounded to the nearest $1,000) whereupon the Revolving Credit
Commitments of the Lenders shall be reduced pro rata on such date in accordance
with their respective Commitment Percentages. The Lenders and the Fronting Banks
authorize the Administrative Agent to enter into appropriate release documents
necessary in order to release the Administrative Agent's liens on the assets of
Seeger-Orbis.
SECTION 3. CONSENT TO TTER USA. Subject to the satisfaction of the
conditions contained in Section 6 hereof (other than Section 6.1(b) to the
extent the TTER USA Sale is completed prior to December 30, 2001), the Lenders,
the Fronting Banks, and the Administrative Agent consent to the TTER USA Sale
and consent to the release of the Administrative Agent's liens on the assets of
TTER USA so long as (a) the Net Cash Proceeds received by the Borrowers in
connection with the TTER USA Sale (the "TTER USA Sale Proceeds") are not less
than the amount set forth on Schedule 1 hereto for the TTER USA Sale, (b) all
documents relating to the TTER USA Sale, including, but not limited to any
fairness opinions issued in connection with the TTER USA Sale, shall be in form
and substance satisfactory to the Administrative Agent, (c) all TTER USA Sale
Proceeds shall be applied immediately upon receipt to prepay the Revolving
Credit Loans, and (d) the TTER USA Sale Proceeds are received not later than
February 28, 2002. The Borrowers, the Lenders, the Fronting Banks, and the
Administrative Agent hereby agree that upon the consummation of the TTER USA
Sale the Total Revolving Credit Commitment shall be reduced by the amount of the
TTER USA Sale Proceeds (rounded to the nearest $1,000) whereupon the Revolving
Credit Commitments of the Lenders shall be
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reduced pro rata on such date in accordance with their respective Commitment
Percentages. The Lenders and the Fronting Banks authorize the Administrative
Agent to enter into appropriate release documents necessary in order to release
the Administrative Agent's liens on the assets of TTER USA.
SECTION 4. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended with effect from the Effective Date of this Agreement as follows:
(a) Section 1 of the Credit Agreement is hereby amended by
deleting the definition of "Interest Payment Date" and substituting in
lieu thereof the following new definition in proper alphabetical
sequence:
"Interest Payment Date. The last day of each calendar month,
and in addition with respect to Eurocurrency Rate Loans, the last day
of each Interest Period."
(b) Section 2.10 of the Credit Agreement is hereby amended by
adding the following new sentence at the end thereof:
"If it has not already been reduced to such amount or a lower
amount, the Total Revolving Credit Commitment shall be reduced to the
dollar amount set forth in (a) Column One (1) of Schedule 2.10 hereto
on December 14, 2001, (b) Column Two (2) of Schedule 2.10 hereto on
January 31, 2002, and (c) Column Three (3) of Schedule 2.10 hereto on
February 28, 2002."
(c) The Credit Agreement is hereby amended by adding Schedule
2.10 hereto to the Credit Agreement as Schedule 2.10.
SECTION 5. AMENDMENT TO FORBEARANCE AGREEMENT. The Forbearance
Agreement is hereby amended with effect from the closing date of the Engineered
Components Sale and the satisfaction of the conditions contained in Section 6
hereof (so long as the Engineered Components Sale occurs on or prior to December
14, 2001) as follows:
(a) Section 1 of the Forbearance Agreement is amended by
deleting the date "December 21, 2001" in the two (2) places where such
date is contained therein and substituting the date "March 27, 2002".
(b) Section 3 of the Forbearance Agreement is amended by
replacing the existing paragraph (a) contained therein in its entirety
with the following:
"(a) Financial Covenant. During the period beginning
on May 30, 2001 and ending on the Forbearance Termination
Date, at no time shall Modified Consolidated EBITDA as of the
last day of each month be less than the dollar amount set
forth in the applicable column of Schedule 3(a) hereto for
such period. As used herein "Modified Consolidated EBITDA"
shall mean Consolidated EBITDA with "Reference Periods"
beginning on April 1, 2001 and ending on the
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last day of each month (commencing with the month ending May
30, 2001) plus the forbearance fees paid to the Lenders
pursuant to Section 10 hereof during such period plus the
expenses incurred in accordance with Sections 3(g) and
(i) hereof during such period; provided, however, Modified
Consolidated EBITDA for periods ending after (i) June 1, 2001
shall not include any amounts relating to or otherwise
attributed to the Breeze Assets, and (ii) (A) the last day of
the calendar month prior to the date of the Engineered
Components Sale shall not include any amounts relating to or
otherwise attributed to the Engineered Components Assets, (B)
the last day of the calendar month prior to the date of the
Seeger-Orbis Sale shall not include any amounts relating to or
otherwise attributed to Seeger-Orbis, and (C) the last day of
the calendar month prior to the date of the TTER USA Sale
shall not include any amounts relating to or otherwise
attributed to TTER USA."
(c) Schedule 3(a) of the Forbearance Agreement is deleted in
its entirety and replaced with Schedule 3(a) attached hereto.
(d) Section 3 of the Forbearance Agreement is amended by
replacing the existing paragraph (b) contained therein in its entirety
with the following:
"(b) DM Facility Usage and Sterling Facility Usage.
Notwithstanding anything to the contrary stated in Section 3
of the Credit Agreement, (i) Total DM Facility Usage shall not
exceed the DM Equivalent at such time of $5,000,000, provided,
however, that after the Seeger-Orbis Sale, Total DM Facility
Usage shall not exceed $0, and (ii) after the Seeger-Orbis
Sale, Total Sterling Facility Usage shall not exceed
$10,000,000."
(e) Section 3 of the Forbearance Agreement is amended by
replacing the existing paragraph (c) contained therein in its entirety
with the following:
"(c) Intentionally Deleted."
(f) Section 3(d) of the Forbearance Agreement is amended by
deleting the dollar amount "$45,045,000" contained therein and
substituting the dollar amount set forth on Schedule 3(d) hereto.
(g) Section 3(e) of the Forbearance Agreement is amended by
(a) deleting the date "December 21, 2001" contained therein and
substituting the date "March 27, 2002", and (b) deleting the dollar
amount "$45,045,000" contained therein and substituting the dollar
amount set forth on Schedule 3(d) hereto.
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(h) Section 3(n) of the Forbearance Agreement is amended by
deleting the date "December 21, 2001" contained therein and
substituting the date "March 27, 2002".
(i) The Forbearance Agreement is amended by adding the
following new Section 3(o):
"(o) Payment of Accrued Interest. Each partial
prepayment of the Revolving Credit Loans following the
consummation of each of the Engineered Components Sale, the
Seeger-Orbis Sale, and the TTER USA Sale shall be accompanied
by the payment of accrued interest on the principal prepaid to
the date of prepayment."
(j) Schedule 6(a) of the Forbearance Agreement is deleted in
its entirety and replaced with Schedule 6(a) attached hereto.
(k) Section 10(c) of the Forbearance Agreement is amended by
deleting the word "and" at the end thereof.
(l) Section 10(d) of the Forbearance Agreement is amended by
deleting the period at the end thereof and substituting a semicolon in
lieu thereof.
(m) Section 10 of the Forbearance Agreement is amended by
replacing the existing paragraph (e) contained therein in its entirety
with the following:
"(e) An additional forbearance fee on October 19,
2001, equal to one-quarter of one percent
(1/4%) of the Total Revolving Credit
Commitment; and
(f) An additional forbearance fee on December
21, 2001, equal to one-tenth of one percent
(1/10%) of the Total Revolving Credit
Commitment (after giving effect to the
reduction of the Total Revolving Credit
Commitment as a result of the Engineered
Components Sale, the Seeger-Orbis Sale and
the TTER USA Sale, as applicable, to the
extent that they have been completed prior
to such date)."
(n) The Forbearance Agreement shall be deemed amended to
include capitalized defined terms used in this Agreement to the extent
not defined in the Forbearance Agreement.
SECTION 6. CONDITIONS TO EFFECTIVENESS. The effectiveness of the
amendments to the Forbearance Agreement contained in Section 5 of this Agreement
shall be conditioned upon the satisfaction of the following conditions
precedent:
SECTION 6.1. DELIVERY OF DOCUMENTS.
(a) This Agreement shall have been executed and delivered to the
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Administrative Agent by each of the Borrowers, each of the Guarantors, and all
of the Lenders.
(b) The Company and the holders of all of the Senior Subordinated Loans
shall have executed and delivered to the Administrative Agent an agreement in
substantially the form of Exhibit A hereto.
SECTION 6.2. 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 Agreement is to become effective (a) for the
Administrative Agent or any Lender to perform any of its obligations under any
of the Loan Documents or (b) for any of the Borrowers to perform any of its
agreements or obligations under any of the Loan Documents.
SECTION 6.3. 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
Agreement is to become effective. Except for the Specified Defaults (as defined
in the Forbearance Agreement), no event shall have occurred on or prior to the
Effective Date, and be continuing, and no condition shall exist on the Effective
Date, which constitutes a Default or Event of Default.
SECTION 6.4. PROCEEDINGS AND DOCUMENTS. All corporate, governmental and
other proceedings in connection with the transactions contemplated by this
Agreement and all instruments and documents incidental thereto shall be in form
and substance reasonably satisfactory to the Administrative Agent and the
Administrative Agent shall have received all such counterpart originals or
certified or other copies of all such instruments and documents as the
Administrative Agent shall have reasonably requested.
SECTION 6.5. PAYMENT OF LEGAL EXPENSES. The Administrative Agent shall
have received the payment in cash of all outstanding legal fees incurred by the
Administrative Agent.
SECTION 7. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
represents and warrants to the Lenders as follows:
(a) Except as set forth on Schedule 6(a) to the Forbearance Agreement,
the representations and warranties of such Borrower and of each Guarantor
contained in the Credit Agreement, the Forbearance Agreement and the other Loan
Documents to which such Borrower or Guarantor, as the case may be, is a party
were true and correct in all material respects when made and continue to be true
and correct in all material respects on the date hereof, except that the
financial statements and projections referred to in the representations and
warranties contained in the Credit Agreement shall be the financial statements
and projections of TransTechnology and its Subsidiaries most recently delivered
to the Administrative Agent, and except as such representations and warranties
are affected by the transactions contemplated hereby;
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(b) The execution, delivery and performance by such Borrower of this
Agreement 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 or consent of, or filing with, any governmental agency or
authority, or any other person, association or entity, which bears on the
validity or enforceability of this Agreement and which is required by law or any
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, any law, regulation or rule binding on or applicable to such
Borrower 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, credit 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;
(c) This Agreement, the Credit Agreement and the Forbearance Agreement
constitute the legal, valid and binding obligations of such Borrower,
enforceable against such Borrower 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) As of the date hereof, no "Event of Default" under and as defined
in any instrument evidencing any Subordinated Debt has occurred.
SECTION 8. REAFFIRMATION. Except as modified hereby, the Borrowers
hereby reaffirm in all respects all the covenants, agreements, terms and
conditions of the Credit Agreement, the Forbearance Agreement and the other Loan
Documents which are incorporated in full herein by reference, and all terms,
conditions and provisions thereof shall remain in full force and effect.
SECTION 9. EXECUTION IN COUNTERPARTS. This Agreement 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 Agreement, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.
SECTION 10. RELEASE. In order to induce the Administrative Agent and
the Lenders to enter into this Agreement, each Borrower acknowledges and agrees
that:
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(i) no Borrower has any claim or cause of action against the Administrative
Agent or any Lender (or any of its respective directors, officers, employees or
agents); (ii) no Borrower has any offset right, counterclaim or defense of any
kind against any of their respective obligations, indebtedness or liabilities to
the Administrative Agent or any Lender; and (iii) each of the Administrative
Agent and the Lenders has heretofore properly performed and satisfied in a
timely manner all of its obligations to each Borrower. The Borrowers wish to
eliminate any possibility that any past conditions, acts, omissions, events,
circumstances or matters would impair or otherwise adversely affect any of the
Administrative Agent's and the Lenders' rights, interests, contracts, collateral
security or remedies. Therefore, each Borrower unconditionally releases, waives
and forever discharges (A) any and all liabilities, obligations, duties,
promises or indebtedness of any kind of the Administrative Agent or any Lender
to any Borrower, except the obligations to be performed by the Administrative
Agent or any Lender on or after the date hereof as expressly stated in this
Agreement, the Credit Agreement, the Forbearance Agreement and the other Loan
Documents, and (B) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), whether arising at law or in equity, whether known
or unknown, which any Borrower might otherwise have against the Administrative
Agent, any Lender or any of its directors, officers, employees or agents, in
either case (A) or (B), on account of any condition, act, omission, event,
contract, liability, obligation, indebtedness, claim, cause of action, defense,
circumstance or matter of any kind existing as of the date hereof, or occurring
prior to the date hereof.
SECTION 11. EFFECTIVE DATE. This Agreement shall be deemed to be
effective as of the date set forth above upon the satisfaction of the conditions
precedent set forth in Section 6.1(a) hereof (the "Effective Date").
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have duly executed this Consent,
Amendment Agreement No. 4 to Credit Agreement and Amendment No. 3 to Forbearance
Agreement as a sealed instrument as of the date first set forth above.
TRANSTECHNOLOGY CORPORATION
By: /s/Joseph F. Spanier
Name: Joseph F. Spanier
Title: Vice President, CFO &
Treasurer
TRANSTECHNOLOGY SEEGER-ORBIS GMBH
By: /s/Michael Berthelot
Name: Michael Berthelot
Title: Managing Director
TRANSTECHNOLOGY (GB) LIMITED
By: /s/Michael Berthelot
Name: Michael Berthelot
Title: Director
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Director
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FLEET NATIONAL BANK,
individually, as Administrative Agent and
as Sterling Fronting Bank
By: /s/Peggy Peckham
Name: Peggy Peckham
Title: Sr. Vice President
BHF-BANK AKTIENGESELLSCHAFT,
as DM Fronting Bank
By: /s/Constanze Neumann
Name: Constanze Neumann
Title: Treasurer
By: /s/Lothar Demuth
Name: Lothar Demuth
Title: Assistant Treasurer
ABN AMRO BANK N.V., individually and
as Syndication Agent
By: /s/Parker H. Douglas
Name: Parker H. Douglas
Title: Group Vice President
By: /s/William J. Fitzgerald
Name: William J. Fitzgerald
Title: Senior Vice President
BANK ONE, NA, individually and
as Documentation Agent
By: /s/Phillip D. Martin
Name: Phillip D. Martin
Title: Senior Vice President
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THE BANK OF NEW YORK
By: /s/Richard J. Baldwin
Name: Richard J. Baldwin
Title: Vice President
KEY CORPORATE CAPITAL INC.
By: /s/Mark Kleinhaut
Name: Mark Kleinhaut
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/Brian S. Allen
Name: Brian S. Allen
Title: Managing Director
COMERICA BANK
By: /s/Jeffrey E. Peck
Name: Jeffrey E. Peck
Title: Vice President
DRESDNER BANK, AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/Thomas R. Brady
Name: Thomas R. Brady
Title: Vice President
By: /s/Richard J. Sweeney
Name: Richard J. Sweeney
Title: Vice President
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The Guarantors under (and as defined in) the Subsidiary Guaranty hereby
acknowledge that they have read and are aware of the provisions of this
Agreement and hereby reaffirm their absolute and unconditional guaranty of the
Borrowers' payment and performance of their obligations to the Lenders and the
Administrative Agent under the Credit Agreement as affected hereby.
TRANSTECHNOLOGY ACQUISITION CORPORATION
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
PALNUT FASTENERS, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
TRANSTECHNOLOGY ENGINEERED
RINGS USA, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
RETAINERS, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
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RANCHO TRANSTECHNOLOGY
CORPORATION
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
TRANSTECHNOLOGY SYSTEMS & SERVICES, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
ELECTRONIC CONNECTIONS AND ASSEMBLIES, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
SSP INDUSTRIES
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
SSP INTERNATIONAL SALES, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
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TRANSTECHNOLOGY SEEGER INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
SEEGER INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
TCR CORPORATION
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
AEROSPACE RIVET MANUFACTURERS CORPORATION
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
NORCO, INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
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ELLISON RING & WASHER INC.
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
TRANSTECHNOLOGY ENGINEERED
COMPONENTS, LLC
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
TRANSTECHNOLOGY CANADA CORPORATION
By: /s/Gerald C. Harvey
Name: Gerald C. Harvey
Title: Secretary
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