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EXHIBIT 10.10
CONSENT AND AMENDMENT AGREEMENT NO.2
dated as of October 27, 1995
to that certain
TRANSTECHNOLOGY CORPORATION
$115,000,000 REVOLVING CREDIT AND
TERM LOAN AGREEMENT
This AMENDMENT AGREEMENT NO. 2 AND CONSENT (the "Amendment"), dated as
of October 27, 1995, is by and among TRANSTECHNOLOGY CORPORATION
("TransTechnology"), TRANSTECHNOLOGY SEEGER-ORBIS GMBH, in the process of
changing its name from kimo Buroservice GmbH ("GmbH"), 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") and NATIONAL
BANK OF CANADA as Co-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 and in effect from time to time, the "Credit Agreement");
WHEREAS, the Borrowers have proposed to the Lenders and the Agent
certain changes in the structure of the German Merger whereby in place of a
merger (as described in the Credit Agreement), Seeger-Orbis will be converted
into a German commercial general partnership, the interests in which will be
held by GmbH and TransTechnology Seeger-Orbis Beteiligungsgesellschaft mbH
("TTSOB"), a newly acquired wholly-owned subsidiary of GmbH;
WHEREAS, the Borrowers have proposed to the Lenders and the Agent
certain changes in the English Asset Transfer whereby in place of a "hive-down"
of the assets and liabilities of Limited into Anderton, Anderton will transfer
its assets and liabilities to Limited in a so-called "hive-up"; and
WHEREAS, the Lenders, the Agent and the Borrowers have agreed to amend
the Credit Agreement to reflect such changes as hereinafter set forth;
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NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereby agree as follows:
SECTION 1. CONSENT. The Agent and the Lenders hereby consent to the
following:
(a) completion of the English Asset Transfer (as defined in
the Credit Agreement, as amended hereby) and transactions related
thereto, so long as the same are done in conformity with the documents
referred to in Part I of Schedule A hereto, each in form and substance
satisfactory to the Agent and the Lenders;
(b) completion of the German Conversion (as defined in the
Credit Agreement, as amended hereby) and transactions related thereto,
so long as the same are done in conformity with the documents referred
to in Part II of Schedule A hereto, each in form and substance
satisfactory to the Lenders and the Agent, including without limitation
the transfer of one equity interest in Seeger-Orbis to TTSOB;
(c) amendment of the Articles of Association of GmbH and
TTSOB to change the ending date of their fiscal year from December 31 to
March 31;
(d) amendment of the Articles of Association of Anderton in
connection with the English Asset Transfer (as defined in the Credit
Agreement, as amended hereby); and
(e) the changes of names of WTI to "Seeger Inc."; of Limited
to "Anderton International Limited"; of Seeger-Orbis to "Seeger-Orbis
GmbH & Co. oHG" or a similar name; and of Anderton to "AIL Predecessors
Limited" or a similar name.
The Lenders hereby authorize and instruct the Agent to take all actions
necessary to give effect to the foregoing consent.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definitions of "Anderton Assumption Agreement", "German Merger" and "Merger
Documents" in their entirety.
(b) Section 1.1 of the Credit Agreement is further amended by deleting
from the definition of "Acquisition Documents" the phrase "Merger Documents" and
substituting therefor the phrase "Conversion Documents".
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(c) Section 1.1 of the Credit Agreement is further amended by inserting
into the definition of "Debenture" after the phrase "made by Anderton" the
following:
and the Debenture made by Limited contemporaneously with the
completion of the English Asset Transfer, each
(d) Section 1.1 of the Credit Agreement is further amended by deleting
the definitions of "Brazilian Pledge Agreement", "German Mortgages", "German
Pledge Agreements" and "German Security Documents" in their entirety and
substituting therefor the following:
Brazilian Pledge Agreement. The Pledge of Quotas made or to be made
in favor of the Fronting Bank with respect to the share capital of the
Brazilian Subsidiary, in form and substance satisfactory to the Agent
and the Lenders.
German Mortgages. The Real Estate Mortgage(s) entered into or to be
entered into by SO oHG in favor of the Fronting Bank with respect to
the real property of SO oHG at:
(a) Wiesbadener Strasse/Fischbacher Strasse, Konigstein, Germany
(Folio 19-615);
(b) Wiesbadener Strasse, Konigstein, Germany (Folio 21-699); and
(c) Zum Junkerwald, Eichen, Germany (Folio 40-1399),
each in form and substance satisfactory to the Lenders and the Agent.
German Pledge Agreement. The Pledge of Shares made by (a) TTSO Inc.
in favor of the Lenders and the Agent with respect to the share capital
of GmbH and (b) GmbH in favor of the Fronting Bank with respect to the
share capital of Seeger-Orbis, in form and substance satisfactory to
the Lenders and the Agent.
German Security Documents. The Pledges as to Equipment, Inventory
and Intangible Assets and Assignment of Accounts Receivable entered
into or to be entered into by SO oHG in favor of the Fronting Bank with
respect to all of the equipment, inventory, intangible assets and
accounts receivable of SO oHG, each in form and substance satisfactory
to the Lenders and the Agent, and the German Pledge Agreement.
(f) Section 1.1 of the Credit Agreement is further amended by deleting
from the definition of "GmbH" the second sentence thereof.
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(g) Section 1.1 of the Credit Agreement is further amended by deleting
from the definition of "Limited" the second sentence thereof.
(h) Section 1.1 of the Credit Agreement is further amended by deleting
from the definition of "Loan Documents" the phrase "the Anderton Assumption
Agreement," and substituting therefor the phrase "the Brazilian Pledge
Agreement,".
(i) Section 1.1 of the Credit Agreement is further amended by inserting
the following new definitions in the appropriate alphabetical sequence thereof:
Conversion Documents. The Partnership Agreement, the resolution of
the shareholders of Seeger-Orbis to convert Seeger-Orbis into SO oHG,
and all other documents required to be filed with various German
Commercial Registrars in order to consummate the German Conversion.
Domestic Subsidiaries. Those Subsidiaries of TransTechnology which
are incorporated in or organized under the laws of any state, district
or territory of the United States or of the Commonwealth of Puerto
Rico.
Foreign Subsidiaries. Those Subsidiaries of TransTechnology other
than the Domestic Subsidiaries.
German Conversion. The conversion of Seeger-Orbis into SO oHG
pursuant to the Conversion Documents.
Partnership Agreement. The partnership agreement of SO oHG entered
into between TTSOB and GmbH, as in effect on October 27, 1995.
SO oHG. Seeger-Orbis GmbH & Co. oHG (or a similar name), a German
general partnership, at least ninety-nine percent (99%) of whose
partnership interests are held by GmbH and the remainder of whose
partnership interests are held by TTSOB.
TTSOB. TransTechnology Seeger-Orbis Beteiligungsgesellschaft mbH, a
German limited liability company and a wholly-owned subsidiary of GmbH.
(j) Section 7.1 of the Credit Agreement is hereby amended by inserting
after the phrase "all of the assets of GmbH" in the second sentence thereof the
phrase "and SO oHG".
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(k) Section 7 of the Credit Agreement is further amended by adding the
following new subsections in the appropriate numerical sequence thereof:
7.3. PLEDGES OF STOCK. Notwithstanding anything to the contrary
contained herein or in any of the other Loan Documents, including
without limitation the German Pledge Agreement and the Charge Over
Shares from TTSO, Inc., to the extent that any pledge, lien, security
interest, charge, mortgage or other encumbrance over any shares of a
Foreign Subsidiary granted by TransTechnology or any of its Domestic
Subsidiaries extends or purports to extend to any shares in excess of
65% of the aggregate issued and outstanding shares of capital stock of
such Foreign Subsidiary, neither the Agent nor any of the Lenders shall
exercise any rights it may have or purport to have with respect to such
excess shares. Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, in the event that
TransTechnology or any of the Domestic Subsidiaries delivers to the
Agent or, as the case may be, the Fronting Bank, certificates or other
instruments representing greater than 65% of the aggregate issued and
outstanding shares of capital stock of such Foreign Subsidiary, the
shares in excess of 65% of such Foreign Subsidiary's capital stock
shall not be subject to any pledge, lien, security interest, charge,
mortgage or other encumbrance under this Agreement or any of the other
Loan Documents but shall be held in the custody of the Agent for and on
behalf of TransTechnology or such Domestic Subsidiary, as applicable,
until such time as TransTechnology or such Domestic Subsidiary shall
have delivered to the Agent certificates or other instruments
representing 65% of the aggregate issued and outstanding shares of
capital stock of such Foreign Subsidiary, at which time the Agent shall
release the original certificates or other instruments delivered to it
or the Fronting Bank to TransTechnology or the applicable Domestic
Subsidiary.
7.4. GUARANTEES AND PLEDGES OF ASSETS OF FOREIGN SUBSIDIARIES.
Notwithstanding anything to the contrary contained herein or in any of
the other Loan Documents, no guarantee entered into by any Foreign
Subsidiary, including without limitation either of the English
Guarantees, shall be construed in any way as a guarantee of, and no
pledge, lien, security interest, charge, mortgage or other encumbrance
over any assets of a Foreign Subsidiary shall be construed in any way
to secure, any obligation of TransTechnology or any of its Domestic
Subsidiaries.
(l) Section 8.2 of the Credit Agreement is hereby amended by deleting
the phrase "Merger Documents will" and substituting therefor the phrase
"Conversion Documents".
(m) Section 9.16 of the Credit Agreement is hereby amended by deleting
such section in its entirety and substituting therefor the following:
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9.16. GERMAN CONVERSION. TransTechnology, GmbH and Seeger-Orbis (a)
shall use their respective best efforts to pursue the completion of the
German Conversion pursuant to and in accordance with the Conversion
Documents, (b) shall submit or file by December 31, 1995 all documents
required to be submitted or filed with the appropriate Commercial
Registrar necessary to give legal effect to the German Conversion, and
(c) shall promptly pay all filing fees in connection therewith. Each
such submission or filing shall be true, accurate and complete, and
TransTechnology shall as soon as practicable send, or procure the
sending of, a copy of each such submission or filing to the Agent at
its address specified in Section 21. GmbH and Seeger-Orbis shall
deliver to the Agent, immediately following the submission or filing of
the documents referred to in the first sentence of this Section 9.16,
such documents and instruments as the Agent may request in order to
facilitate the completion of the German Conversion following the
occurrence and during the continuance of any Event of Default.
(n) Section 9.17 of the Credit Agreement is hereby amended by deleting
such section in its entirety and substituting therefor the following:
9.17. ENGLISH ASSET TRANSFER. Limited shall only enter into any
transfer of the assets and liabilities of Anderton to Limited (any such
transaction, the "English Asset Transfer") if the Agent shall have
received such documentary evidence satisfactory to it of:
(a) compliance of the English Asset Transfer, and any variation of
the English Guarantees to be carried out concurrently with the English
Asset Transfer, with sections 151-158 of the Companies Act 1985 of the
United Kingdom, including a copy addressed to the Agent of the
auditor's report and a certified copy of the statutory declaration
required to be delivered under such sections of the Companies Act, a
certified copy of the Articles of Association of Anderton, as amended
to permit (amongst other things) the English Asset Transfer and such
opinions of English solicitors as to such compliance as the Agent may
require; and
(b) the corporate capacity of Limited and Anderton to enter into
the English Asset Transfer and related transactions, including such
opinions of English solicitors on such subject as the Agent may
require.
(o) Section 9 of the Credit Agreement is further amended by inserting
the following new subsections in the appropriate numerical sequence thereof:
9.19. GERMAN MORTGAGES. SO oHG will submit or file as soon as
possible, and in any event by February 29, 1996, all documents required
to be submitted or filed with the appropriate Registrar in order to
give legal effect to the German Mortgages.
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9.20. BRAZILIAN PLEDGE AGREEMENT. GmbH, in its capacity as managing
partner of SO oHG, will execute and deliver to the Agent the Brazilian
Pledge Agreement as soon as possible, and in any event by February
29, 1996.
9.21. SHARES IN ANDERTON. Limited will deliver or cause to be
delivered to the Agent, immediately following completion of
adjudication of the amount payable as stamp duty in connection with the
transfer of the shares of Anderton from Seeger-Orbis to Limited, the
duly-stamped share transfer forms and share certificates of Anderton
evidencing the transfer of the shares of Anderton from Limited to
Firnabos Nominees Limited, as the Agent's nominee, pursuant to and in
accordance with the Charges over Shares.
(p) Section 10.5.1 of the Credit Agreement is hereby amended by:
(i) inserting after the word "consolidation," in the third line
thereof the phrase "convert any of the Borrower or its Subsidiaries
from one form of corporate organization or partnership to another,";
(ii) inserting after the word "merger" in clause (d) thereof the
word ", conversion"; and
(iii) deleting from clause (d) thereof the phrase ", including
without limitation the German Merger and the English Asset Transfer"
and inserting at the end of such section the following:
provided that no assets of any such Subsidiary which prior to
such merger or consolidation were pledged to the Agent or the
Lenders or in or over which the Agent or the Lenders had any
security interest, charge, lien or other encumbrance shall, as a
result of such merger, conversion or consolidation, cease to be so
pledged or otherwise encumbered.
(q) Section 10 of the Credit Agreement is further amended by adding the
following new subsection in the appropriate numerical sequence thereof:
10.12. PARTNERSHIP AGREEMENT. TransTechnology will not, and will
not permit any of its Subsidiaries to, amend, supplement, restate or
otherwise modify the Partnership Agreement as in effect as of October
27, 1995, without the prior written consent of the Agent and the
Majority Lenders.
(r) Section 12.1.1 of the Credit Agreement is hereby amended by
deleting the phrase "the Anderton Assumption Agreement and".
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(s) Section 12.1.2 of the Credit Agreement is hereby amended by
deleting the phrase "Merger Documents" and substituting therefor the phrase
"Conversion Documents".
(t) Section 14.1(q) of the Credit Agreement is hereby amended by
deleting the word "Merger" wherever it appears therein and in each case
substituting therefor the word "Conversion".
(u) Section 20.9 of the Credit Agreement is hereby amended by deleting
the phrase ", including pursuant to the English Asset Transfer and the Anderton
Assumption Agreement,".
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of the
amendment to the Credit Agreement as provided above shall be conditioned upon
the satisfaction of the following conditions precedent:
SECTION 3.1. DELIVERY OF DOCUMENTS. The Borrowers shall have delivered
to the Agent (i) this Amendment, duly executed by each of the Borrowers, the
Lenders and the Agent and (ii) unless otherwise specified, each of the documents
listed on Schedule A hereto, duly executed by each of the parties thereto (as
applicable), each in form and substance satisfactory to the Lenders and the
Agent, unless waived by the Agent, and any other documents reasonably requested
by the Agent in connection with the German Conversion, the English Asset
Transfer and the Brazilian Pledge Agreement.
SECTION 3.2. 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 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 3.3. 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 3.4. 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.
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SECTION 4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
represents and warrants to the Lenders as follows:
(a) The representations and warranties of such Borrower contained in
the Credit Agreement and the other Loan Documents, as amended hereby, 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 referred to therein shall be the financial statements of such
Borrower most recently delivered to the Agent, and except as such
representations and warranties are affected by the transactions contemplated
hereby;
(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, except for those filings
required by applicable law to give effect to the German Conversion and the
English Asset Transfer, (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;
and
(c) This Amendment, the Credit Agreement as amended hereby, and the
other Loan Documents, as amended hereby 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.
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SECTION 5. 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.
SECTION 6. 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.
SECTION 7. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, the amendment to the Credit
Agreement as set forth in Section 1 herein shall be deemed to be effective as of
the date hereof (the "Effective Date").
SECTION 8. GOVERNING LAW. This Amendment is intended to take effect as
an agreement under seal and shall be construed according to and governed by the
laws of the Commonwealth of Massachusetts.
(next page is signature page)
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
Agreement No.2 and Consent as a sealed instrument as of the date first set forth
above.
TRANSTECHNOLOGY CORPORATION
By: /s/Chandler J. Moisen
--------------------------------
Name: Chandler J. Moisen
Title: Senior VP
TRANSTECHNOLOGY SEEGER-
ORBIS GmbH
By: /s/Chandler J. Moisen
--------------------------------
Name: Chandler J. Moisen
Title: Attorney-in-Fact
TTUK ACQUISITION CO. LIMITED
By: /s/Chandler J. Moisen
--------------------------------
Name: Chandler J. Moisen
Title: Attorney
By: /s/Michael J. Berthelot
--------------------------------
Name: Michael J. Berthelot
Title: Director
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent, Issuing
Bank and Fronting Bank
By: /s/ Nancy E. Fuller
--------------------------------
Name: Nancy E. Fuller
Title: Director
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NATIONAL BANK OF CANADA,
individually and as Co-Agent
By: /s/ Douglas K. Winget
--------------------------------
Name: Douglas K. Winget
Title: Assistant Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/David Fraenkel
--------------------------------
Name: David Fraenkel
Title: VP
By: /s/ Linda Pace
--------------------------------
Name: Linda Pace
Title: AVP
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN
BRANCH
By: /s/Andrew K. Mittag
--------------------------------
Name: Andrew K. Mittag
Title: Vice President
By: /s/ R. Conroy
--------------------------------
Name: Richard W. Conroy
Title: Vice President
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NBD BANK
By: /s/ T. J. King
--------------------------------
Name: Timothy J. King
Title: Second Vice President
UNITED JERSEY BANK
By: /s/ Edith Neuman
--------------------------------
Name: Edith Neuman
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Barbara Campbell
--------------------------------
Name: Barbara Campbell
Title: Assistant Treasurer
MERRILL LYNCH SENIOR
FLOATING FUND RATE, INC.
By: /s/Anthony R. Clemente
--------------------------------
Name: Anthony R. Clemente
Title: Authorized Signatory
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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
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: /s/ Chandler J. Moisen
--------------------------------
PALNUT FASTENERS, INC.
By: /s/ Chandler J. Moisen
--------------------------------
INDUSTRIAL RETAINING RING
COMPANY
By: /s/ Chandler J. Moisen
--------------------------------
RETAINERS, INC.
By: /s/ C.S. Raman
--------------------------------
RANCHO TRANSTECHNOLOGY
CORPORATION
By: /s/ Chandler J. Moisen
--------------------------------
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TRANSTECHNOLOGY SYSTEMS &
SERVICES, INC.
By: /s/ Chandler J. Moisen
--------------------------------
ELECTRONIC CONNECTIONS AND
ASSEMBLIES, INC.
By: /s/ Chandler J. Moisen
--------------------------------
SSP INDUSTRIES
By: /s/Chandler J. Moisen
--------------------------------
SSP INTERNATIONAL SALES, INC.
By: /s/ Chandler J. Moisen
--------------------------------
TRANSTECHNOLOGY SEEGER INC.
formerly know as
TRANSTECHNOLOGY SEEGER-
ORBIS, INC.
By: /s/ Chandler J. Moisen
--------------------------------
SEEGER INC.
(formerly known as WALDES TRUARC
INC.)
By: /s/ Chandler J. Moisen
--------------------------------
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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 English Guarantees may be amended in
connection with this Amendment.
ANDERTON INTERNATIONAL
LIMITED
By: /s/ Ulf Jemsby
--------------------------------
Name: Ulf Jemsby
Title: Director
By: /s/ Robert Wieremiej
--------------------------------
Name: Robert Wieremiej
Title: Director
TTUK ACQUISITION CO.
LIMITED
By: /s/ Chandler J. Moisen
--------------------------------
Name: Chandler J. Moisen
Title: Attorney
By: /s/ Michael J. Berthelot
--------------------------------
Name: Michael J. Berthelot
Title: Director
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SCHEDULE A
Documents identified with an asterisk (*) should be delivered to the Agent as
certified copies.
I. DOCUMENTS TO BE DELIVERED TO THE AGENT IN CONNECTION WITH THE ENGLISH
ASSET TRANSFER
1. Duly-stamped share transfer form evidencing transfer of shares of
Anderton from Limited to Firnabos Nominees Limited (the nominee company
of the Agent which will hold the shares as collateral), pursuant to the
Charge over Shares given by Limited and dated 30 June 1995 (to be
delivered after completion of Amendment Agreement No.2).
2. Share certificate of Anderton evidencing ownership by Firnabos
Nominees Limited of all of the issued and outstanding share capital of
Anderton (to be delivered after completion of Amendment Agreement No.
2).
*3. Agreement in respect of the purchase and sale of assets between
Anderton and Limited (the "Hive-Up Agreement").
*4. Declaration of all directors of Anderton in relation to assistance
for the acquisition of shares (the "Statutory Declaration", to be filed
with Companies House on Form 155(6)(A)).
5. Report of Arthur Andersen, as auditors of Anderton, addressed to the
Agent.
*6. Deed of Transfer or other conveyance of freehold property at
Ferncliffe Road, Bingley, Yorkshire, from Anderton to Limited.
7. Debenture of Limited in favor of the Agent (the "New Debenture").
*8. Evidence of transfer of one share of Limited from TTSO Inc. to
GmbH, subject to the Agent's interest under the Charge over Shares
given by TTSO Inc. dated 30 June 1995 (the "TTSO Inc. Charge").
9. Share certificates of Limited showing company's name as "Anderton
International Limited", re-issued in the name of Firnabos Nominees
Limited, pursuant to the TTSO Inc. Charge.
10. Deed of Variation between Anderton and the Agent, varying the terms
of the Deed of Guarantee and Indemnity made by Anderton and dated 30
June 1995.
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11. Deed of Variation executed by each of Limited and the Agent,
varying the terms of the Deed of Guarantee and Indemnity made by
Limited and dated 30 June 1995.
12. Certified copy of Anderton's Memorandum and Articles of
Association, as amended.
13. Certificate of Limited to the Agent, certifying no amendment of its
Memorandum or Articles of Association since 30 June 1995.
14. Certificate of Incorporation upon Change of Name evidencing change
of name of Limited to "Anderton International Limited".
15. Certificate of Incorporation upon Change of Name evidencing change
of name of Anderton to "AIL Predecessors Limited" or a similar name.
16. Partial Release by the Agent of existing Debenture granted by
Anderton, to permit registration of item 6 with H.M. Land Registry.
17. Legal opinion of Eversheds, solicitors for Limited and Anderton.
II. DOCUMENTS TO BE DELIVERED TO THE AGENT IN CONNECTION WITH THE GERMAN
CONVERSION
*1. Evidence of filing of draft of resolution by GmbH and TTSOB (as
shareholders of Seeger-Orbis) to convert Seeger-Orbis into SO oHG (the
"Conversion Resolution" or UmwandlungsbeschluB) with the Works Council
(Betriebsrat) of Seeger-Orbis.
*2. Partnership Agreement among GmbH and TTSOB relating to SO oHG.
3. Notarized adoption of the Conversion Resolution at a meeting of the
shareholders of Seeger-Orbis.
4. Evidence of filing of the Conversion Resolution with the Commercial
Registrar, Konigstein.
5. Assignment of Accounts Receivable of SO oHG to the Agent (to be
delivered promptly upon completion of registration of the German
Conversion).
6. Pledges as to Equipment, Inventory and Intangible Assets of SO oHG
to the Agent (to be delivered promptly upon completion of registration
of the German Conversion).
19
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7. Legal opinion of Jones, Day, Reavis & Pogue, Frankfurt office.
III. DOCUMENTS TO BE DELIVERED TO THE AGENT AFTER COMPLETION OF AMENDMENT
AGREEMENT NO. 2 IN CONNECTION WITH THE PLEDGE OF QUOTAS OF THE
BRAZILIAN SUBSIDIARY
1. Brazilian-law Quota Pledge Agreement by GmbH as managing partner of
SO oHG in favor of the Fronting Bank.
2. Certificates representing all of the issued and outstanding quotas
of the Brazilian Subsidiary, together with voting powers therefor
executed in blank and left undated.
3. Such other documents with respect to the Brazilian Pledge Agreement
as the Agent may reasonably require.
In each of parts I, II and II above, the Agent should also receive certified
copies of all board and shareholder resolutions as referred to in the respective
closing agendas prepared in connection with each of the referenced transactions.