1
Exhibit 10.10
AMENDMENT AGREEMENT NO. 2
dated as of November 27, 1998
to that certain
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 2 (this "Amendment"), dated as of November
27, 1998, is by and among TRANSTECHNOLOGY CORPORATION ("TransTechnology"),
TRANSTECHNOLOGY SEEGER-ORBIS GmbH ("GmbH"), ANDERTON INTERNATIONAL LIMITED
("Limited" and, together with TransTechnology and GmbH, the "Borrowers"), the
Lenders listed on Schedule 1 to the Credit Agreement (as defined below),
BANKBOSTON, N.A., acting through its London Branch, as Sterling Fronting Bank,
BHF-BANK AKTIENGESELLSCHAFT, as DM Fronting Bank, BANKBOSTON, N.A., as Issuing
Bank, and BANKBOSTON, N.A., as Agent for the Lenders, the Fronting Banks and the
Issuing Bank (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 Amended and Restated Credit Agreement dated as of June 30, 1995, and
amended and restated as of July 24, 1998, and as further amended by Amendment
Agreement No. 1 dated as of August 21, 1998 (as so amended and restated, the
"Credit Agreement");
WHEREAS, the Borrowers have requested certain amendments to the Credit
Agreement to increase the maximum amount of Revolving Credit Loans available by
$20,000,000 to $145,000,000, and, upon the terms and conditions hereinafter set
forth, the Agent and the Lenders have agreed to such amendments; and
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:
Section 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended with effect from the Effective Date (as defined in SECTION 7 of
this Amendment) as follows:
(a) Schedule 1 to the Credit Agreement is hereby deleted in its
entirety and Schedule 1 attached hereto as Exhibit A is hereby substituted
therefor.
(b) The definition of "DM Base Rate" in SECTION 1.1 of the Credit
Agreement is hereby deleted in its entirety and the following definition is
hereby substituted therefor:
"DM Base Rate. The annual rate of interest announced from time to time
by the DM Fronting Bank as its "prime rate" for loans denominated in
Deutschmarks."
2
2
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, the Guarantors, and the Lenders; (b) an Amended and Restated
Revolving Credit Note payable to the order of each Lender that is hereby
increasing its Revolving Credit Commitment in a principal amount equal to such
Lender's Revolving Credit Commitment as set forth on Schedule 1 attached as
Exhibit A hereto; (c) amendments to the Mortgages set forth on Exhibit B hereto
satisfactory in form and substance to the Agent's counsel in order to reflect
the increase in the Total Revolving Credit Commitment contemplated hereby; and
(d) the legal opinion of Gerald C. Harvey, Esq., general counsel for
TransTechnology, dated as of the Effective Date (as defined in SECTION 7 of this
Amendment), and satisfactory in form and substance to the Agent's counsel.
Section 2.2. PAYMENT OF FEES. The Borrowers shall have paid to the
Agent, the Arranger and the Lenders whose Revolving Credit Commitments are being
increased pursuant to the amendment in SECTION 1 hereof, or who are assuming new
Revolving Credit Commitments pursuant thereto, fees in the amounts set forth in
the Fee Letter of even date herewith.
Section 2.3. 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 2.4. 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.
Section 2.5. 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 3. ASSIGNMENT AND ACCEPTANCE.
(a) For the purposes of the assignments contemplated herein, the
provisions of Section 20.1 of the Credit Agreement are hereby waived and the
parties hereto hereby consent and agree to such assignments.
(b) Each of BankBoston, N.A. and The Bank of New York (collectively,
the "Assignors") hereby sells and assigns to ABN AMRO BANK N.V., The First
National Bank of Chicago and Summit Bank (collectively, the "Assignees") without
recourse to the Assignors, and each Assignee hereby purchases and assumes from
each Assignor, a certain
3
3
percentage of each such Assignor's rights and obligations under the Credit
Agreement as of the Effective Date (as defined below), including, without
limitation, such percentage interest in each Assignor's Commitment as in effect
on the Effective Date (as defined below), and the outstanding amount of the
Loans, owing to each Assignor on the Effective Date (as defined below) and the
Notes held by each Assignor (such interest being hereinafter referred to as the
"Assigned Portion") such that, after giving effect to the assignments
contemplated hereby, the respective Commitments and Revolving Credit Commitment
Percentage of each Assignor and the respective Commitments and Revolving Credit
Commitment Percentage of each Assignee (after giving effect to the increase of
the aggregate amount of the Total Revolving Credit Commitment contemplated by
this Amendment) shall be as set forth on Schedule 1 attached hereto.
Notwithstanding any term or provision of Section 20 of the Credit Agreement to
the contrary, the execution and delivery of this Amendment by each Assignor and
each Assignee shall constitute an Assignment and Acceptance delivered in
accordance with the Credit Agreement and shall be effective in respect of the
assignments contemplated hereby.
(c) Each Assignor (i) represents and warrants (as to itself only and
not as to the other Assignors) that, as of the Effective Date (as defined
below), its Commitment and Revolving Credit Commitment Percentage is sufficient
to give effect to this Assignment and Acceptance; (ii) makes no representation
or warranty, express or implied, and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with the
Credit Agreement or any of the other Loan Documents or any other instrument or
document furnished pursuant thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
of the other Loan Documents or any other instrument or document furnished
pursuant thereto, or the attachment, perfection or priority of any security
interest or mortgage, other than that it is the legal and beneficial owner of
the interest being assigned by it hereunder free and clear of any adverse claim
or encumbrance created by it; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrowers or the Guarantors or any other Person primarily or secondarily liable
in respect of any of the Obligations, or the performance or observance by any of
the Borrowers or the Guarantors or any other Person primarily or secondarily
liable in respect of any of the Obligations of any of its obligations under the
Credit Agreement or any of the other Loan Documents or any other instrument or
document delivered or executed pursuant thereto; and (iv) requests that in
connection with the assignments set forth herein the Borrowers exchange the
Revolving Credit Notes for new Revolving Credit Notes, each dated as of the
Effective Date (as defined below) and payable to the order of each Assignee in
the principal amount of the Commitment set forth opposite such Assignee's name
on Schedule 1 to the Credit Agreement, as amended hereby, and each such new note
shall be deemed to be a "Revolving Credit Note" under the Credit Agreement.
(d) Each Assignee (i) represents and warrants (as to itself only and
not as to any other Assignee) that it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the financial
statements referred to in Section 9.4 of the Credit Agreement and such other
documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Amendment, that it is an Eligible
Assignee under the Credit Agreement and that all acts, conditions and things
required to be done and performed and to have occurred prior to the execution,
delivery and performance of this assignment, and to render the same the legal,
valid and binding obligation of each such Assignee, enforceable against it in
accordance with its terms, have been done and performed and have occurred in due
and strict compliance with all applicable laws; (ii)
4
4
agrees that it will, independently and without reliance upon any Assignor, the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement and the other Loan
Documents; and (iii) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, and agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement and the other Loan Documents are required to
be performed by it as a Lender.
(e) Upon the effectiveness of the assignment contemplated hereby, each
Assignor shall return to TransTechnology its Revolving Credit Note, marked
"Cancelled".
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 and of each
Guarantor contained in the Credit 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 referred to in the representations and warranties contained in the
Credit Agreement shall be the financial statements of TransTechnology and its
Subsidiaries 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 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 Amendment 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, 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; 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
5
5
performance and injunctive relief may be subject to the discretion of the court
before which any proceeding for such remedies may be brought.
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, this Amendment shall be
deemed to be effective as of the date hereof (the "Effective Date").
Remainder of page intentionally left blank.
6
6
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment Agreement
No. 2 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, Chief Financial
Officer and Treasurer
TRANSTECHNOLOGY SEEGER-ORBIS
GMBH
By: /s/ Ulf Jemsby
---------------------------------------
Name: Ulf Jemsby
Title: Managing Director
ANDERTON INTERNATIONAL
LIMITED
By: /s/ Ulf Jemsby
---------------------------------------
Name: Ulf Jemsby
Title: Director
By: /s/ Michael J. Berthelot
---------------------------------------
Name: Michael J. Berthelot
Title: Director
BANKBOSTON, N.A., individually and as
Agent, Issuing Bank and Sterling
Fronting Bank
By: /s/ Maura C. Wadlinger
---------------------------------------
Name: Maura C. Wadlinger
Title: Vice President
7
7
BHF-BANK AKTIENGESELLSCHAFT,
as DM Fronting Bank
By: /s/ Matthias Landskron
---------------------------------------
Name: Matthias Landskron
Title: Vice President
By: /s/ Beate Ortel
---------------------------------------
Name: Beate Ortel
Title: Assistant Treasurer
ABN AMRO BANK N.V.
By: /s/ Lisa Megeaski
---------------------------------------
Name: Lisa Megeaski
Title: Vice President
By: /s/ Donald Sutton
---------------------------------------
Name: Donald Sutton
Title: Vice President
THE FIRST NATIONAL
BANK OF CHICAGO
By: /s/ Juan J. Duarte
---------------------------------------
Name: Juan J. Duarte
Title: Vice President
8
8
THE BANK OF NEW YORK
By: /s/ Steven P. Castellucci
---------------------------------------
Name: Steven P. Castellucci
Title: Vice President
SUMMIT BANK
By: /s/ Bruce A. Gray
---------------------------------------
Name: Bruce A. Gray
Title: Vice President
Large Corporate Group
Summit Bank
9
9
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 and Secretary
PALNUT FASTENERS, INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
INDUSTRIAL RETAINING RING
COMPANY
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
RETAINERS, INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
10
10
RANCHO TRANSTECHNOLOGY
CORPORATION
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
TRANSTECHNOLOGY SYSTEMS &
SERVICES, INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
ELECTRONIC CONNECTIONS AND
ASSEMBLIES, INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
SSP INDUSTRIES
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
11
11
SSP INTERNATIONAL SALES, INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
TRANSTECHNOLOGY SEEGER INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
SEEGER INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
TCR CORPORATION
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
AEROSPACE RIVET
MANUFACTURERS CORPORATION
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
12
12
NORCO, INC.
By: /s/ Gerald C. Harvey
---------------------------------------
Name: Gerald C. Harvey
Title: Vice President and Secretary
13
13
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/ Michael J. Berthelot
---------------------------------------
Name: Michael J. Berthelot
Title: Director
ANDERTON (PREDECESSORS)
LIMITED
By: /s/ Ulf Jemsby
---------------------------------------
Name: Ulf Jemsby
Title: Director
By: /s/ Daran Brown
---------------------------------------
Name: Daran Brown
Title: Managing Director
14
EXHIBIT A
SCHEDULE 1
BANK REVOLVING CREDIT REVOLVING CREDIT COMMITMENT
(INCLUDING EURODOLLAR LENDING OFFICE COMMITMENT PERCENTAGE
UNLESS OTHERWISE STATED)
BANKBOSTON, N.A. $44,000,000.00 30.344828%
100 Federal Street
Boston, MA 02110
Attn: Maura C. Wadlinger
Phone: (617) 434-6998
Fax: (617) 434-1955
ABN AMRO BANK N.V. $30,000,000.00 20.689655%
500 Park Avenue - 2nd Floor
New York, NY 10022
Attn: Lisa Megeaski
Phone: (212) 446-4398
Fax: (212) 446-4237
THE FIRST NATIONAL BANK OF CHICAGO $30,000,000.00 20.689655%
153 West 51st Street - Mail Suite 4000
New York, NY 10019
Attn: Randall Faust
Phone: (212) 373-1276
Fax: (212) 373-1404
THE BANK OF NEW YORK $23,000,000.00 15.862069%
385 Rifle Camp Road
West Paterson, NJ 07424
Attn: Stephen Castellucci
Phone: (973) 357-7450
Fax: (973) 357-7705
SUMMIT BANK $18,000,000.00 12.413793%
750 Walnut Avenue
Cranford, NJ 07016
Attn: Bruce Gray
Phone: (908) 709-5340
Fax: (908) 709-6433
TOTAL $145,000,000.00 100.0%
15
EXHIBIT B
1. First Amendment to Open-End Mortgage (Open-End Mortgage Deed and
Security Agreement) - Norco, Inc.'s Connecticut property
2. Second Amendment to Open-End Mortgage, Assignment of Leases and
Security Agreement - TransTechnology Corporation's Pennsylvania
property
3. Second Amendment to First Mortgage, Assignment of Leases and Security
Agreement - TransTechnology Corporation's Mountainside, New Jersey
property
4. Second Amendment to First Mortgage, Assignment of Leases and Security
Agreement - TransTechnology Corporation's Union, New Jersey property
5. Second Amendment to First Mortgage, Assignment of Leases and Security
Agreement - Retainers, Inc.'s New Jersey property