1
AMENDMENT AGREEMENT NO. 4
dated as of December 31, 1996
to that certain
$115,000,000 REVOLVING CREDIT AND
TERM LOAN AGREEMENT
This AMENDMENT AGREEMENT NO. 4 (this "Amendment"), dated as of December
31, 1996, is by and among TRANSTECHNOLOGY CORPORATION ("TransTechnology"),
TRANSTECHNOLOGY SEEGER-ORBIS GMBH ("GmbH"), ANDERTON 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, and Amendment Agreement
No. 3 as of March 29, 1996 (as so amended, the "Credit Agreement");
WHEREAS, the Borrowers have proposed reallocating the availability of
the respective borrowing facilities provided for in the Credit Agreement by
increasing the maximum amount of Sterling Facility Loans available by the
Sterling Equivalent of $3,400,000, to an aggregate amount of the Sterling
Equivalent of $6,400,000, and by correspondingly decreasing the maximum amount
of Revolving Credit Loans available by $3,400,000;
WHEREAS, 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;
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NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended with effect from the Effective Date (as defined in Section 6 of
this Amendment) as follows:
(a) Section 1.1 of the Credit Agreement is corrected by deleting the
words "the most recent such balance sheet" from the seventh line of the
definition of "Consolidated Current Assets".
(b) Section 1.1 of the Credit Agreement is further amended by including
at the end of the definition of "Consolidated Excess Cash Flow" the following:
"plus (v) to the extent not otherwise deducted from
Consolidated EBITDA in the calculation of Consolidated Operating Cash
Flow for such period, an amount equal to the costs (including amounts
payable as purchase price and fees and expenses of professional
advisers) actually incurred by TransTechnology and its Subsidiaries
during such fiscal period with respect to any acquisition by
TransTechnology or any of its Subsidiaries of the stock of any
corporation or of assets which constitute all or a substantial part of
a business or division, which acquisition has been approved prior to
the completion thereof by the Agent and the Lenders in writing in
accordance with the provisions of this Agreement."
(c) Section 1.1 of the Credit Agreement is further amended by deleting
the definition of "Earnings Before Interest and Taxes" in its entirety and
substituting therefor the following:
"Earnings Before Interest and Taxes. The consolidated earnings
(or loss) from the operations of TransTechnology and its Subsidiaries
for any period, after all expenses and other proper charges but before
payment or provision for any income taxes or interest expense for such
period, determined in accordance with generally accepted accounting
principles, after eliminating therefrom all non-recurring items of
income (or loss) resulting from the discontinuation of operations to
the extent that all assets characterized as belonging to or being
employed in such operations are also excluded from Consolidated Current
Assets pursuant to the definition thereof."
(d) Section 1.1 of the Credit Agreement is further amended by deleting
clause (x) from the definition of "Eligible Accounts Receivable" and
substituting therefor the following new clause (x):
"(x) that are not due from an account debtor located in a jurisdiction
outside of the United States and Canada which the Agent shall have notified to
the Borrowers as a jurisdiction from which accounts receivable would not be
acceptable for inclusion as Eligible Accounts Receivable;"
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(e) Section 3.3 of the Credit Agreement is amended by deleting the
amount of "$3,000,000" and substituting therefor the amount of "$6,400,000".
(f) Section 3.4 of the Credit Agreement is amended by deleting the
amount of "$3,000,000" and substituting therefor the amount of "$6,400,000".
(g) Section 3.4 of the Credit Agreement is further amended by deleting
the amount of "$11,000,000" and substituting therefor the amount of
"$14,400,000".
(h) The Credit Agreement is further amended by deleting Schedule 1
thereto in its entirety and substituting therefor the Schedule 1 attached hereto
as Exhibit A.
SECTION 2. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be conditioned upon the satisfaction of the following conditions
precedent:
SECTION 2.1. 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; (b) the legal opinion of Eversheds, solicitors for
TransTechnology and Anderton International Limited, addressed to the Lenders and
the Agent, and satisfactory in form and substance to the Agent's counsel; and
(C) the legal opinion of Gerald C. Harvey, Esq., general counsel for
TransTechnology, addressed to the Lenders and the Agent, dated as of the
Effective Date (as defined in Section 6 of this Amendment), and satisfactory in
form and substance to the Agent's counsel.
SECTION 2.2. 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 2.3. 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 2.4. 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 3. 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 to which it 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 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, (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 and the Credit Agreement 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.
SECTION 4. 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 5. 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.
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SECTION 6. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in Section2 hereof, this Amendment shall
be deemed to be effective as of the date hereof (the "Effective Date").
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment Agreement
No. 4 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 Vice President, Chief
Financial Officer & Treasurer
TRANSTECHNOLOGY SEEGER-ORBIS
GMBH
By: /s/Ulf Lennart Jemsby
--------------------------------------
Name: Ulf Lennart Jemsby
Title: Managing Director
ANDERTON INTERNATIONAL LIMITED
By: /s/Ulf Lennart Jemsby
--------------------------------------
Name: Ulf Lennart Jemsby
Title: Director
By: /s/Michael J. Berthelot
--------------------------------------
Name: Michael J. Berthelot
Title: Director
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THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent, Issuing
Bank and Fronting Bank
By: /s/Maura Wadlinger
--------------------------
Name: Maura Wadlinger
Title: Vice President
NATIONAL BANK OF CANADA, individually
and as Co-Agent
By: /s/Jack Jankovic
--------------------------
Name: Jack Jankovic
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/Perry Forman
--------------------------
Name: Perry Forman
Title: Vice President
By: /s/Linda Pace
--------------------------
Name: Linda Pace
Title: A. V. P.
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DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By: /s/Andrew K. Mittag
--------------------------------
Name: Andrew K. Mittag
Title: Vice President
By: /s/Nicholas Kalogeropoulos
---------------------------------
Name: Nicholas Kalogeropoulos
Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/Amy L. Golz
---------------------------------
Name: Amy L. Golz
Title: AVP.
SUMMIT BANK
By: /s/Lawrence F. Zema
---------------------------------
Name: Lawrence F. Zema
Title: Vice President & Regional Manager
Large Corporate Group
Summit Bank
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/Scott H. Page
--------------------------
Name: Scott H. Page
Title: Vice President
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/Gerald C. Harvey
-------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
PALNUT FASTENERS, INC.
By: /s/Gerald C. Harvey
-------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
INDUSTRIAL RETAINING RING COMPANY
By: /s/Gerald C. Harvey
-------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
RETAINERS, INC.
By: /s/Gerald C. Harvey
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Name: Gerald C. Harvey
Title: Vice President & Secretary
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RANCHO TRANSTECHNOLOGY
CORPORATION
By: /s/Gerald C. Harvey
-----------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
TRANSTECHNOLOGY SYSTEMS &
SERVICES, INC.
By: /s/Gerald C. Harvey
-----------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
ELECTRONIC CONNECTIONS AND
ASSEMBLIES, INC.
By: /s/Gerald C. Harvey
-----------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
SSP INDUSTRIES
By: /s/Gerald C. Harvey
-----------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
SSP INTERNATIONAL SALES, INC.
By: /s/Gerald C. Harvey
-----------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
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TRANSTECHNOLOGY SEEGER INC.
By: /s/Gerald C. Harvey
-------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
SEEGER INC.
By: /s/Gerald C. Harvey
-------------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
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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/Robert Wieremiej
---------------------------------
Name: Robert Wieremiej
Title: Director
By: /s/Michael J. Berthelot
---------------------------------
Name: Michael J. Berthelot
Title: Director
ANDERTON (PREDECESSORS) LIMITED
By: /s/Ulf Jemsby
---------------------------------
Name: Ulf Jemsby
Title: Managing Director
By: /s/Robert Wieremiej
---------------------------------
Name: Robert Wieremiej
Title: Director
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SCHEDULE 1 EXHIBIT A
THE BANKS
Bank Address of Lending Office Revolving Credit and $30,000,000 $3,600,000
(Domestic and Eurodollar) Term A Commitment Revolver Revolver
Percentage (US) (Germany)
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The First National Bank of 100 Federal Street 24.166667% 7,250,000.10 870,000.01
Boston Boston, MA 02110
Fax No: (+1) 617-434-6685
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National Bank of One Cleveland Center 22.222222% 6,666,666.60 799,999.99
Canada 1375 East 9th Street, Suite 2430
Cleveland, OH 44114
Fax No: (216) 574-9236
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BHF-Bank AG 590 Madison Avenue 15% 4,500,000.00 540,000.00
New York, NY 10022-2540
Fax No: (212) 756-5911
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Dresdner Bank AG 75 Wall Street 13.611111% 4,083,333.30 490,000.00
New York Branch New York, NY 10005
and Fax No: (212) 574-0129
Grand Cayman Branch
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The First National 153 West 51st Street 15% 4,500,000.00 540,000.00
Bank of Chicago Mail Suite 4000
New York, NY 10019
Fax No: (212)-373-1388
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Summit Bank 750 Walnut Avenue 10% 3,000,000.00 360,000.00
Cranford, NJ 07016
Fax No: (908)- 709-6433
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Bank $6,400,000 $30,000,000 $8,000,000 $12,000,000
Revolver Term A Term A Term A
(UK) (US) (UK) (Germany)
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The First National Bank of 1,546,666.69 7,250,000.10 1,933,333.36 2,900,000.04
Boston
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National Bank of 1,422,222.21 6,666,666.60 1,777,777.76 2,666,666.64
Canada
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BHF-Bank AG 960,000.00 4,500,000.00 1,200,000.00 1,800,000.00
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Dresdner Bank AG 871,111.10 4,083,333.30 1,088,888.88 1,633,333.32
New York Branch
and
Grand Cayman Branch
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The First National 960,000.00 4,500,000.00 1,200,000.00 1,800,000.00
Bank of Chicago
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Summit Bank 640,000.00 3,000,000.00 800,000.00 1,200,000.00
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