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Exhibit 10.37
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SECURITIES PURCHASE AGREEMENT
BY AND AMONG
TRANSTECHNOLOGY CORPORATION,
AND
J. H. WHITNEY MEZZANINE FUND, L.P.
ALBION ALLIANCE MEZZANINE FUND I, L.P.
ALBION ALLIANCE MEZZANINE FUND II, L.P.
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
FLEET CORPORATE FINANCE, INC.
AND
CITIZENS CAPITAL, INC.
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DATED AS OF AUGUST 29, 2000
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TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS............................................................................2
1.1 DEFINITIONS...................................................................2
1.2 ACCOUNTING TERMS: FINANCIAL STATEMENTS.......................................14
1.3 KNOWLEDGE OF THE COMPANY.....................................................14
ARTICLE 2 PURCHASE AND SALE OF THE SECURITIES...................................................15
2.1 PURCHASE AND SALE OF THE WMF NOTE............................................15
2.5 CLOSING......................................................................16
2.6 FINANCIAL ACCOUNTING POSITIONS; TAX REPORTING................................16
ARTICLE 3 CONDITIONS TO THE RESPECTIVE OBLIGATIONS OF THE PURCHASERS TO
PURCHASE THE SECURITIES...............................................................16
3.1 REPRESENTATIONS AND WARRANTIES...............................................16
3.2 COMPLIANCE WITH THIS AGREEMENT...............................................16
3.3 SECRETARY'S CERTIFICATES.....................................................17
3.4 DOCUMENTS....................................................................17
3.5 PURCHASE OF SECURITIES PERMITTED BY APPLICABLE LAWS..........................17
3.6 Opinion of Counsel...........................................................17
3.7 APPROVAL OF COUNSEL TO THE PURCHASERS........................................17
3.8 CONSENTS AND APPROVALS.......................................................17
3.9 REGISTRATION RIGHTS AGREEMENT................................................18
3.12 NO MATERIAL JUDGMENT OR ORDER................................................18
3.13 PRO FORMA BALANCE SHEET......................................................18
3.14 GOOD STANDING CERTIFICATES...................................................18
3.15 NO LITIGATION................................................................18
ARTICLE 4 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO ISSUE AND SELL THE SECURITIES.........19
4.1 REPRESENTATIONS AND WARRANTIES...............................................19
4.2 COMPLIANCE WITH THIS AGREEMENT...............................................19
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................19
5.1 CORPORATE EXISTENCE AND POWER................................................19
5.2 CORPORATE AUTHORIZATION; NO CONTRAVENTION....................................20
5.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS.............................20
5.4 BINDING EFFECT...............................................................20
5.5 NO LEGAL BAR.................................................................20
5.7 COMPLIANCE WITH LAWS.........................................................21
5.8 NO DEFAULT OR BREACH.........................................................21
5.9 TITLE TO PROPERTIES..........................................................21
5.10 USE OF REAL PROPERTY.........................................................21
5.12 [SEC REPORTS;] FINANCIAL CONDITION...........................................23
5.13 ERISA -- PROHIBITED TRANSACTIONS.............................................24
5.14 DISCLOSURE...................................................................24
5.15 ABSENCE OF CERTAIN CHANGES OR EVENTS.........................................24
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5.16 ENVIRONMENTAL MATTERS........................................................25
5.17 INVESTMENT COMPANY/GOVERNMENT REGULATIONS....................................25
5.18 SUBSIDIARIES.................................................................25
5.19 CAPITALIZATION...............................................................26
5.20 PRIVATE OFFERING.............................................................27
5.21 BROKER'S, FINDER'S OR SIMILAR FEES...........................................27
5.22 LABOR RELATIONS..............................................................27
5.23 EMPLOYEE BENEFIT PLANS.......................................................27
5.24 PATENTS, TRADEMARKS, ETC.....................................................29
5.25 POTENTIAL CONFLICTS OF INTEREST..............................................30
5.26 TRADE RELATIONS..............................................................30
5.27 OUTSTANDING BORROWINGS.......................................................30
5.28 MATERIAL CONTRACTS...........................................................31
5.29 INSURANCE....................................................................31
5.33 SOLVENCY.....................................................................31
5.34 OTHER DOCUMENTS..............................................................31
5.38 Operating Company............................................................32
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS......................................32
5.1 CORPORATE EXISTENCE AND POWER................................................32
6.1 AUTHORIZATION; NO CONTRAVENTION..............................................32
6.2 BINDING EFFECT...............................................................32
6.3 NO LEGAL BAR.................................................................33
6.4 PURCHASE FOR OWN ACCOUNT.....................................................33
5.6 LITIGATION...................................................................33
6.6 BROKER'S, FINDER'S OR SIMILAR FEES...........................................34
6.7 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENT..............................35
ARTICLE 7 INDEMNIFICATION.......................................................................35
7.1 INDEMNIFICATION..............................................................35
7.2 Procedure; Notification......................................................36
7.3 REGISTRATION RIGHTS AGREEMENT................................................37
ARTICLE 8 AFFIRMATIVE COVENANTS................................................................37
8.1 FINANCIAL STATEMENTS AND OTHER INFORMATION...................................37
8.2 Preservation of Corporate Existence..........................................40
8.3 PAYMENT OF OBLIGATIONS.......................................................41
8.4 COMPLIANCE WITH LAWS.........................................................41
8.5 RESERVATION OF SHARES........................................................41
8.6 INSPECTION...................................................................41
8.7 PAYMENT OF NOTE..............................................................42
8.8 INSURANCE....................................................................42
8.9 BOOKS AND RECORDS............................................................42
8.10 USE OF PROCEEDS..............................................................42
8.11 BOARD NOMINEES...............................................................42
ARTICLE 9 NEGATIVE COVENANTS....................................................................43
9.1 Fundamental Changes; Consolidations, Mergers and Acquisitions................43
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9.2 TRANSACTIONS WITH AFFILIATES.................................................44
9.3 NO INCONSISTENT AGREEMENTS...................................................44
9.4 LIMITATION ON INDEBTEDNESS...................................................44
9.5 LIMITATION ON LIENS.........................................................46
9.6 Dispositions of Assets.......................................................47
9.7 Limitations on Restricted Payments...........................................48
9.8 Financial Covenants..........................................................48
9.1 Employee Benefit Plans.......................................................49
9.10 Limitation on Business of the Company........................................50
9.11 Investments..................................................................50
9.12 Contingent Obligations.......................................................50
9.13 Management Fees and Compensation.............................................50
9.14 Fiscal Year..................................................................50
9.15 Press Release; Public Offering Materials.....................................51
9.16 Subsidiaries.................................................................51
9.17 No Negative Pledges..........................................................51
9.18 No Restrictions on Subsidiary Distributions to the Company...................51
9.20 Tax Election.................................................................51
ARTICLE 10 PREPAYMENT............................................................................51
10.1 Optional Prepayment..........................................................51
10.2 Mandatory Prepayment.........................................................51
ARTICLE 11 MISCELLANEOUS.........................................................................52
11.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES...................................52
11.2 NOTICES......................................................................52
11.3 SUCCESSORS AND ASSIGNS.......................................................55
11.4 AMENDMENT AND WAIVER.........................................................55
11.5 SIGNATURES; COUNTERPARTS.....................................................56
11.6 HEADINGS.....................................................................56
11.7 GOVERNING LAW................................................................56
11.8 Determinations, Request or Consents..........................................56
11.9 JURISDICTION, JURY TRIAL WAIVER, ETC.........................................56
11.10 SEVERABILITY.................................................................57
11.11 RULES OF CONSTRUCTION........................................................57
11.12 ENTIRE AGREEMENT.............................................................57
11.13 CERTAIN EXPENSES.............................................................57
11.14 PUBLICITY....................................................................58
11.15 FURTHER ASSURANCES...........................................................58
11.16 OBLIGATIONS OF THE PURCHASERS................................................58
11.17 NO STRICT CONSTRUCTION.......................................................58
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SECURITIES PURCHASE AGREEMENT
AGREEMENT, dated as of August 29, 2000, by and among TRANSTECHNOLOGY
CORPORATION (the "COMPANY"), a Delaware corporation, and J. H. WHITNEY MEZZANINE
FUND, L.P. ("WMF"), a Delaware limited partnership, ALBION ALLIANCE MEZZANINE
FUND I, L.P. ("ALBION I"), a Delaware limited partnership, ALBION ALLIANCE
MEZZANINE FUND II, L.P. ("ALBION II"), a Delaware limited partnership, THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES ("EQUITABLE"), a New York
corporation, FLEET CORPORATE FINANCE, INC. ("FLEET"), a Massachusetts
corporation, and CITIZENS CAPITAL, INC. ("CITIZENS"; and together with WMF,
Albion I, Albion II, Equitable and Fleet, the "PURCHASERS" and, individually, a
"PURCHASER"), a Massachusetts corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company wishes to sell to the Purchasers, and the Purchasers
wish to purchase from the Company (i) subordinated promissory notes due August
29, 2005, in the aggregate principal amount of $75,000,000, and (ii) warrants to
purchase an aggregate of 427,602 shares of common stock, $.01 par value per
share, of the Company (the "COMMON STOCK"), in each case upon the terms and
subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
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1.1 DEFINITIONS. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:
"ACQUISITION CLOSING DATE" shall mean the date of completion of any
Approved Acquisition.
"AFFILIATE" shall mean any Person (a) directly or indirectly controlling,
controlled by, or under common control with, the Company, (b) directly or
indirectly owning or holding five percent (5%) or more of any equity interest in
the Company, or (c) five percent (5%) or more of whose voting stock or other
equity interest is directly or indirectly owned or held by the Company. For
purposes of this definition, "control" (including with correlative meanings, the
terms "controlling", "controlled by" and under "common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
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"AGREEMENT" shall mean this Agreement, including the exhibits and schedules
attached hereto, as the same may be amended, supplemented or modified in
accordance with the terms hereof.
"ALBION/EQUITABLE NOTES" shall mean the Notes purchased pursuant to
Sections 2.1(b), (c) and (d) hereof.
"APPROVED ACQUISITION" shall mean any acquisition ("ACQUISITION") by the
Company or any of its Subsidiaries of all of the shares or all or substantially
all of the assets of a corporation or business, as the case may be, whose
operations are substantially concentrated in the Business (such corporation or
business, the "TARGET"), PROVIDED THAT either (i) the aggregate consideration,
whether in cash, property or shares of capital stock of the Company or any of
its Subsidiaries payable by the Company or any of its Subsidiaries (including
the full amount of any contingent payment potentially payable by the Company or
any of its Subsidiaries pursuant to any post-closing adjustment to the purchase
price, earn-out, or otherwise) does not, when aggregated with the amount of
Indebtedness being assumed by the Company or any of its Subsidiaries or
remaining outstanding immediately after the closing date of such acquisition,
exceed $10,000,000 on such closing date or, when combined with the aggregate
consideration received and Indebtedness assumed or outstanding in respect of all
Acquisitions consummated within the twelve months immediately preceding such
closing date, does not exceed $25,000,000 or (ii) such acquisition is approved
in writing prior to the closing date thereof by the Requisite Noteholders, and
PROVIDED FURTHER that in each case, each of the following conditions, if
applicable, are either fulfilled or are waived in writing by the Requisite
Noteholders:
(a) the acquisition of the Target is to be concluded pursuant to
negotiated agreements with the Target or its owners or other controlling
interests and approved by the Target's board of directors or other governing
body, and not as a result of a hostile tender or otherwise without the Target's
acquiescence;
(b) upon completion of the proposed acquisition, the assets of the
Target shall be subject to no lien, encumbrance, mortgage, pledge, charge,
restriction or other security other than liens which would be Permitted
Encumbrances hereunder and lessor's interests under the Capitalized Lease
Obligations of the Target being assumed by the purchaser;
(c) no Default or Event of Default shall have occurred and be
continuing at the time of completion of the proposed acquisition, and no Default
or Event of Default would result therefrom;
(d) without limiting the requirement in clause (c) above, (i) upon
completion of the proposed acquisition, the Company and its Subsidiaries
(including the Target from and after the proposed date of completion of such
acquisition) shall be in compliance with the financial covenants set forth in
Section 9.8 immediately following acquisition of the Target, and (ii) in the
event that the total consideration payable in connection with such acquisition
exceeds $5,000,000, the Company shall have delivered to the Purchasers prior to
the applicable Acquisition Closing Date PRO FORMA financial statements in form
and substance satisfactory to the Requisite Noteholders evidencing such
compliance, certified by the principal financial or accounting officer of the
Company;
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(e) upon completion of any proposed acquisition by purchase of the
shares or other equity interests of the Target, the Target shall either be the
Company or one of its Subsidiaries, with the Company or such Subsidiary as the
surviving entity, or, if the Target continues in existence as a Subsidiary of
the Company or one of its Subsidiaries, it shall do so in compliance with and
subject to the conditions set forth herein;
(f) the Target's operating income, determined in accordance with
generally accepted accounting principles, for the twelve (12) months immediately
preceding the proposed Acquisition Closing Date shall be greater than zero; and
(g) the Purchasers shall have received reasonably detailed written
notice of the proposed acquisition at least fifteen (15) Business Days' prior to
the proposed Acquisition Closing Date.
"ASSET DISPOSITION" shall mean the disposition, whether by sale, lease,
transfer, loss, damage, destruction, condemnation or otherwise of any of the
following: (a) any of the stock of or equity interests in the Company or any of
its Subsidiaries or (b) any or all of the assets of the Company or any of its
Subsidiaries other than sales of inventory in the ordinary course of business.
"NET PROCEEDS" of any Asset Disposition means Cash proceeds received by the
Company or any of its Subsidiaries from any Asset Disposition (including
insurance proceeds, awards of condemnation, and payments under notes or other
debt securities received in connection with any Asset Disposition), net of (x)
the costs of such sale, lease, transfer or other disposition (including Taxes
attributable to such sale, lease or transfer), and (y) amounts applied to
repayment of Indebtedness secured by a Lien on the asset or property disposed.
"BUSINESS" shall mean businesses engaged in by Company and its Subsidiaries
at the Closing Date, and businesses reasonably related or incidental thereto.
"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or required
by law or executive order to close.
"BY-LAWS" shall mean, unless the context in which such term is used
otherwise requires, the By-laws of the Company or any of its Subsidiaries as in
effect on the Closing Date.
"CAPITAL ASSETS" shall mean fixed assets, both tangible (such as land,
buildings, fixtures, machinery and equipment) and intangible (such as patents,
copyrights, trademarks, franchises and good will); PROVIDED that Capital Assets
shall not include any item customarily charged directly to expenses or
depreciated over a useful life of twelve (12) months or less in accordance with
GAAP.
"CAPITAL EXPENDITURES" shall mean as to any Person, amounts paid or
indebtedness incurred by such Person in connection with the purchase or lease by
such Person of Capital Assets that would be required to be capitalized and shown
on the balance sheet of such Person in accordance with GAAP.
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"CAPITALIZED LEASE" shall mean any lease (unless otherwise stated, under
which the Company or any of its Subsidiaries is the lessee or obligor), the
discounted future rental payment obligations under which are required to be
capitalized on the balance sheet of the lessee or obligor in accordance with
generally accepted accounting principles.
"CAPITAL LEASE OBLIGATIONS" of any Person shall mean the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
consistently applied and, for the purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP consistently applied. The determination of
Capital Lease Obligations at the relevant time of determination with respect to
the Company and its Subsidiaries shall be made on a consolidated basis in
accordance with GAAP consistently applied.
"CASH" shall mean the currency of the United States of America.
"CASH EQUIVALENTS" shall mean: (i) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one (1) year from the date of acquisition thereof;
(ii) commercial paper maturing no more than one (1) year from the date issued
and, at the time of acquisition, having a rating of at least A-1 from Standard &
Poor's rating service or a least P-1 from Moody's Investors Service, Inc., (iii)
certificates of deposit or bankers' acceptances maturing within one (1) year
from the date of issuance thereof issued by, or overnight reverse repurchase
agreements from, any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia having
combined capital and surplus of not less than $500,000,000; (iv) time deposits
maturing no more than thirty (30) days from the date of creation thereof with
commercial banks having membership in the Federal Deposit Insurance Corporation
in amounts not exceeding the lesser of $100,000 or the maximum amount of
insurance applicable to the aggregate amount of the Company's and its
Subsidiaries, deposits at such institution; and (v) deposits or investments in
mutual or similar funds offered or sponsored by brokerage or other companies
having membership in the Securities Investor Protection Corporation in amounts
not exceeding the lesser of $100,000 or the maximum amount of insurance
applicable to the aggregate amount of the Company's and its Subsidiaries,
deposits at such institution.
"CERCLA" has the meaning set forth in the definition of "Environmental
Laws" below.
"CERTIFICATE OF INCORPORATION" shall mean, unless the context in which it
is used shall otherwise require, the Certificate of Incorporation of the Company
or any of its Subsidiaries as in effect on the Closing Date.
"CLOSING" shall have the meaning assigned to that term in Section 2.3.
"CLOSING DATE" shall have the meaning assigned to that term in Section 2.3.
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"CODE" shall mean the Internal Revenue Code of 1986, as amended, or any
successor statute thereto.
"COMMISSION" shall mean the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.
"COMMON STOCK" shall have the meaning assigned to that term in the second
Whereas clause hereof, or any other capital stock of the Company into which such
stock is reclassified or reconstituted.
"COMPLIANCE CERTIFICATE" shall have the meaning given in Section 8.1(c).
"CONDITION OF THE COMPANY" shall mean the assets, business, properties,
prospects operations, or financial condition of the Company and its
Subsidiaries, taken as a whole.
"CONSOLIDATED" or "CONSOLIDATED" shall mean with reference to any term
defined herein, that term as applied to the accounts of the Company and its
Subsidiaries, consolidated in accordance with GAAP.
"CONSOLIDATED ADJUSTED EBITDA" shall mean with respect to any period,
Consolidated EBITDA PLUS to the extent that during such period any Approved
Acquisition shall have been completed, the Earnings Before Interest and Taxes,
before provision for any depreciation or amortization, attributable to the
operations of the applicable Target during the period prior to the applicable
Acquisition Closing Date included in such period, but only to the extent
evidenced by audited financial statements of the Target or as otherwise approved
in writing by the Requisite Noteholders prior to such Acquisition Closing Date,
PROVIDED that such Earnings before Interest and Taxes may include the amount of
any cost savings directly attributable to such Approved Acquisition, to the
extent that such savings are either (i) recognized by Regulation S-X under the
Exchange Act, or (ii) approved in writing by the Requisite Noteholders prior to
such Acquisition Closing Date, all as determined in accordance with GAAP.
"CONSOLIDATED EBITDA" shall mean with respect to any period, Earnings
Before Interest and Taxes for such period, before provision for any depreciation
and amortization, as determined in accordance with GAAP.
"CONSOLIDATED NET INCOME (OR DEFICIT)" shall mean the consolidated net
income (or deficit) or the Company and its Subsidiaries, after deduction of all
expenses, taxes and other proper charges, determined in accordance with GAAP.
"CONSOLIDATED NET WORTH" shall mean the excess of Consolidated Total Assets
over Consolidated Total Liabilities, LESS, to the extent otherwise includable in
the computation of Consolidated Net Worth, any subscriptions receivable.
"CONSOLIDATED TOTAL ASSETS" shall mean all assets of the Company and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.
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"CONSOLIDATED TOTAL INTEREST EXPENSE" shall mean for any period, the
aggregate amount of interest required to be paid by the Company and its
Subsidiaries during such period on all Indebtedness of the Company and its
Subsidiaries outstanding during all or any part of such period, whether such
interest was or is required to be reflected as an item of expense or
capitalized, including payments consisting of cash interest in respect of
Subordinated Debt or Capitalized Leases and including commitment fees, agency
fees, facility fees and similar fees or expenses in connection with the
borrowing of money, but EXCLUDING all non-cash payments, including without
limitation the payment-in-kind of interest on any Subordinated Debt of the
Company or the non-cash amortization of fees paid with respect to the Senior
Credit Agreement.
"CONSOLIDATED TOTAL LIABILITIES" shall mean all liabilities of the Company
and its Subsidiaries determined on a consolidated basis in accordance with GAAP
and all Indebtedness of the Company and its Subsidiaries, whether or not so
classified.
"CONTINGENT OBLIGATION" as applied to any Person, shall mean any direct or
indirect liability, contingent or otherwise, of that Person: (i) with respect to
any indebtedness, lease, dividend or other obligation of another Person if the
primary purpose or intent of the Person incurring such liability, or the primary
effect thereof, is to provide assurance to the obligee of such liability that
such liability will be paid or discharged, or that any agreements relating
thereto will be complied with, or that the holders of such liability will be
protected (in whole or in part) against loss with respect thereto; (ii) with
respect to any letter of credit issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings; or (iii)
under any foreign exchange contract, currency swap agreement, interest rate swap
agreement or other similar agreement or arrangement designed to alter the risks
of that Person arising from fluctuations in currency values or interest rates.
Contingent Obligations shall include (a) the direct or indirect guaranty,
endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another, (b) the obligation to make take-or-pay or
similar payments if required regardless of nonperformance by any other party or
parties to an agreement, and (c) any liability of such Person for the
obligations of another through any agreement to purchase, repurchase or
otherwise acquire such obligation or any property constituting security
therefor, to provide funds for the payment or discharge of such obligation or to
maintain the solvency, financial condition or any balance sheet item or level of
income of another. The amount of any Contingent Obligation shall be equal to the
amount of the obligation so guaranteed or otherwise supported or, if not a fixed
and determined amount, the maximum amount so guaranteed.
"CONTRACTUAL OBLIGATIONS" shall mean as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument or arrangement (whether
in writing or otherwise) to which such Person is a party or by which it or any
of such Person's property is bound.
"DEFINED BENEFIT PLAN" shall mean a defined benefit plan within the meaning
of Section 3(35) of ERISA or Section 414(j) of the Code, whether funded or
unfunded, qualified or non-qualified (whether or not subject to ERISA or the
Code).
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"EARNINGS BEFORE INTEREST AND TAXES" shall mean the consolidated earnings
(or loss) from the operations of the Company 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 GAAP, after eliminating therefrom (a) all non-cash items of
income (or loss), other than depreciation and amortization otherwise included in
consolidated earnings (or loss), and (b) without duplication, all non-recurring
items of income (or loss) resulting from the discontinuation of operations but
only to the extent that all assets characterized as belonging to or being
employed in such operations are also excluded from Consolidated Total Assets
pursuant to the definition thereof.
"ENVIRONMENTAL LAWS" shall mean any applicable past, present or future
federal, state, territorial, provincial, foreign or local law, common law
doctrine, rule, order, decree, judgment, injunction, license, permit or
regulation relating to environmental matters, including those pertaining to land
use, air, soil, surface water, ground water (including the protection, cleanup,
removal, remediation or damage thereof), public or employee health or safety or
any other environmental matter, together with any other laws (federal, state,
territorial, provincial, foreign or local) relating to emissions, discharges,
releases or threatened releases of any pollutant or contaminant including,
without limitation, medical, chemical, biological, biohazardous or radioactive
waste and materials, into ambient air, land, surface water, groundwater,
personal property or structures, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transportation,
discharge or handling of any contaminant, including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
9601 ET SEQ.) ("CERCLA"), the Hazardous Material Transportation Act (49 U.S.C.
1801 ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C. 6901 ET
SEQ.) ("RCRA"), the Federal Water Pollution Control Act (33 U.S.C. 1251 ET
SEQ.), the Clean Air Act (42 U.S.C. 1251 ET SEQ.), the Toxic Substances Control
Act (15 U.S.C. 2601 ET SEQ.), and the Occupational Safety and Health Act (29
U.S.C. 651 ET SEQ.), as such laws have been, or are, amended, modified or
supplemented heretofore or from time to time hereafter and any analogous future
federal, or present or future state or local laws, statutes and regulations
promulgated thereunder.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended and the rules and regulations promulgated thereunder.
"ERISA AFFILIATE" shall mean a corporation that is or was a member of a
controlled group of corporations with the Company within the meaning of section
4001(a) or (b) of ERISA or section 414(b) of the Code, a trade or business
(including a sole proprietorship, partnership, trust, estate or corporation)
that is under common control with Company within the meaning of section 414(m)
of the Code, or a trade or business which together with Company is treated as a
single employer under section 414(o) of the Code.
"EVENT OF DEFAULT" shall have the meaning assigned to that term in the
Notes.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder.
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"EXERCISABLE SHARES" shall have the meaning assigned to that term in
Section 8.5 hereof.
"FUNDED INDEBTEDNESS" shall mean at any time of determination, the
aggregate principal amount of all funded Indebtedness for borrowed money whether
classified as short term or long term (including, for the avoidance of doubt,
all amounts outstanding under the Senior Credit Agreement and all Subordinated
Debt of the Company and any of its Subsidiaries), PLUS all obligations,
contingent and otherwise, to reimburse the issuer in respect of any letter of
credit, performance bonds, bankers' acceptances, guarantees or other similar
instruments, PLUS Capital Lease Obligations, of the Company and its
Subsidiaries.
"GAAP" shall mean generally accepted accounting principles in effect within
the United States, consistently applied.
"GOVERNMENTAL AUTHORITY" shall mean the government of any nation, state,
city, locality or other political subdivision of any thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, regulation or compliance, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.
"HAZARDOUS MATERIALS" shall mean (i) any chemical pollutant, contaminant,
pesticide, petroleum or petroleum product or byproduct radioactive substance,
solid waste (hazardous or extremely hazardous), special, dangerous or toxic
waste, hazardous or toxic substance, chemical or material regulated, listed,
referred to, limited or prohibited under any Environmental Law, including
without limitation: (i) friable or damaged asbestos, asbestos-containing
material, polychlorinated biphenyls (PCBs), solvents and waste oil; (ii) any
"hazardous substance" as defined under CERCLA or any environmental law, statute,
regulation or rule; and (iii) any hazardous waste defined under RCRA or any
Environmental Law.
"INDEBTEDNESS" shall mean as to any Person (a) all obligations of such
Person for borrowed money (including, without limitation, reimbursement and all
other obligations with respect to surety bonds, unfunded credit commitments,
letters of credit and bankers' acceptances, whether or not matured), (b) all
indebtedness, obligations or liability of such Person (whether or not evidenced
by notes, bonds, debentures or similar instruments) whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, or joint or several, that should be classified as liabilities in
accordance with GAAP consistently applied, including, without limitation, any
items so classified on a balance sheet and any reimbursement obligations in
respect of letters of credit or obligations in respect of bankers acceptances,
(c) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable and accrued commercial or
trade liabilities arising in the ordinary course of business, (d) all interest
rate and currency swaps, caps, collars and similar agreements or hedging devices
under which payments are obligated to be made by such Person, whether
periodically or upon the happening of a contingency, other than such agreements
or hedging device, required under the Senior Credit Agreement, as in effect on
the date hereof, (e) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of
such
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<PAGE> 13
property), (f) all obligations of such Person under leases which have been or
should be, in accordance with GAAP consistently applied, recorded as capital
leases, (g) all indebtedness secured by any Lien (other than Liens in favor of
lessors under leases other than leases included in clause (f) above) on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
non-recourse to the credit of that Person, and (h) any Contingent Obligation of
such Person. The determination of the amount of the Indebtedness at the relevant
time of determination with respect to the Company and its Subsidiaries shall be
made on a consolidated basis in accordance with GAAP consistently applied.
"INTERCREDITOR AGREEMENT" shall mean the Subordinated Indebtedness
Intercreditor Agreement, dated as of the date hereof, among the Company and the
Purchasers.
"INTEREST EXPENSE" shall mean, with respect to the Company and its
Subsidiaries on a consolidated basis for any period, the sum of (a) gross
interest expense of the Company and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP consistently applied, including
(i) the amortization of debt discounts, (ii) the amortization of all fees
payable in connection with the incurrence of Indebtedness to the extent included
in interest expense, (iii) the portion of any payments or accruals with respect
to Capital Lease Obligations allocable to interest expense and (iv) all
commissions paid to factors during such period, and (b) any other capitalized
interest of the Company and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP consistently applied.
"INVESTMENT" shall mean (i) any direct or indirect purchase or other
acquisition by the Company or any of its Subsidiaries of any beneficial interest
in, including stock, partnership interest, membership interest or other equity
securities of, any other Person (other than a Person that prior to the relevant
purchase or acquisition was a Subsidiary Guarantor) or (ii) any direct or
indirect loan, advance or capital contribution by the Company or any of its
Subsidiaries to any other Person (other than a Subsidiary Guarantor), including
all Indebtedness and accounts receivable from that other Person that are not
current assets or did not arise from sales to that other Person in the ordinary
course of business. The amount of any Investment shall be the original cost of
such Investment plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment.
"LIEN" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other), charge, claim, restriction
or preference, priority, right or other security interest or preferential
arrangement of any kind or nature whatsoever (excluding preferred stock and
equity related preferences) including, without limitation, those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a Capital Lease Obligation, or any
financing lease having substantially the same economic effect as any of the
foregoing.
"MULTIEMPLOYER PLAN" shall mean a multiemployer plan within the meaning of
Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code.
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<PAGE> 14
"NOTES" shall mean the senior subordinated promissory notes in the
aggregate principal amount of $75,000,000 referred to in the Whereas clause
hereof, which notes are substantially in the form attached hereto as EXHIBIT A
and shall include all payment-in-kind promissory notes issued by the Company as
contemplated therein.
"OUTSTANDING NOTES" shall mean Notes not held by the Company or any of its
Affiliates.
"OUTSTANDING BORROWINGS" shall mean all Indebtedness of the Company and its
Subsidiaries for money borrowed that is outstanding at the relevant time of
determination.
"PERSON" shall mean any individual, firm, corporation, limited liability
company, partnership, trust, incorporated or unincorporated association, joint
venture, joint stock company, Governmental Authority or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.
"PLANS" shall have the meaning assigned to that term in Section 5.22 of
this Agreement.
"PRO FORMA BALANCE SHEET" shall mean the pro forma consolidated balance
sheet of the Company and its Subsidiaries delivered pursuant to Section 3.1.
"PURCHASERS" shall have the meaning set forth in the preamble of this
Agreement.
"RCRA" has the meaning set forth in the definition of "Environmental Laws."
"REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement substantially in the form attached hereto as EXHIBIT C.
"REQUIREMENTS OF LAW" shall mean as to any Person, provisions of the
Certificate of Incorporation and By-laws or other organizational or governing
documents of such Person, or any law, treaty, code, rule, regulation, right,
privilege, qualification, license or franchise or determination of an arbitrator
or a court or other Governmental Authority, in each case applicable or binding
upon such Person or any of such Person's property or to which such Person or any
of such Person's property is subject or pertaining to any or all of the
transactions contemplated or referred to herein.
"REQUISITE NOTEHOLDERS" shall have the meaning assigned to such term in
Section 11.4(c).
"RESTRICTED PAYMENT" shall mean: (i) any dividend or other distribution,
direct or indirect, on account of any shares of any class of stock, limited
liability company interest, or partnership interest of the Company or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock, limited liability company interest, or
partnership interest to the holders of that class; (ii) any redemption,
conversion, exchange, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
stock, limited liability company interest or partnership interest of the Company
or any of its Subsidiaries now or hereafter outstanding; (iii)
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<PAGE> 15
any payment or prepayment of interest on, principal of, premium, if any,
redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund
or similar payment with respect to, any Indebtedness subordinated to the
Indebtedness existing pursuant to the Note and this Agreement; (iv) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of stock, limited liability
company interest, or partnership interest of the Company or any of its
Subsidiaries now or hereafter outstanding; and (v) any payment under any
noncompete agreement.
"SEC REPORTS" with respect to any Person shall mean all forms, reports,
statements and other documents (including exhibits, annexes, supplements and
amendments to such documents) required to be filed by it, or sent or made
available by it to its security holders, under the Exchange Act, the Securities
Act, any national securities exchange or quotation system or comparable
Governmental Authority since the date of such Person's initial public offering.
"SECURITIES" shall mean, collectively, the Notes and the Warrants.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations thereunder as the same
shall be in effect at the time.
"SENIOR CREDIT AGREEMENT" shall mean the Second Amended and Restated Credit
Agreement dated as of June 30, 1995, and amended and restated as of July 24,
1998 and further amended and restated as of August 31, 1999, among the Company,
TransTechnology Seeger-Orbis GmbH, TransTechnology (GB) Limited, the Agent
referred to herein, and the Lenders referred to therein.
"SENIOR CREDIT DOCUMENTS" shall mean the Senior Credit Agreement and the
other instruments and documents referred to therein or executed in connection
therewith by the Company, any Guarantor or any other Subsidiary of the Company.
"SENIOR FUNDED INDEBTEDNESS" shall mean at any time of determination, the
aggregate principal amount of all Funded Indebtedness (other than Subordinated
Debt).
"SENIOR INDEBTEDNESS" shall mean all Indebtedness of the Company and its
Subsidiaries which is currently outstanding or incurred in the future pursuant
to the Senior Credit Agreement.
"SOLVENT" shall mean, with respect to the Company and its Subsidiaries
considered as a whole, based on the Pro Forma Balance Sheet, that (i) the assets
and the property of the Company and its Subsidiaries, considered as a whole,
exceed the aggregate liabilities (including contingent and unliquidated
liabilities) of the Company and its Subsidiaries, considered as a whole, (ii)
after giving effect to the transactions contemplated by this Agreement and the
other Transaction Documents, the Company and its Subsidiaries, considered as a
whole, will not be left with unreasonably small capital, and (iii) after giving
effect to the transactions contemplated by this Agreement, the Company and its
Subsidiaries, considered as a whole, are able to both service and pay their
liabilities as they mature. In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities will be computed as the
amount
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<PAGE> 16
that, in light of all the facts and circumstances existing at such time,
represents the amount that is likely to become an actual or matured liability.
"SUBORDINATED DEBT" shall mean unsecured Indebtedness of the Company or any
of its Subsidiaries in an amount, containing other terms and conditions, and
expressly subordinated and made junior to the payment and performance in full of
the obligations under the Senior Credit Agreement, including, without
limitation, Indebtedness under the Notes.
"SUBORDINATION AGREEMENT" shall mean the Intercreditor and Subordination
Agreement, dated the date hereof, among the Company, the Purchasers and Fleet
National Bank, as Administrative Agent.
"SUBSIDIARY" shall mean, with respect to any Person, a corporation or other
entity of which more than 50% of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company.
"SUBSIDIARY GUARANTOR" shall have the meaning assigned to that term in
Section 3.14.
"SUBSIDIARY GUARANTY" shall have the meaning assigned to that term in
Section 3.14.
"TAX" shall mean any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code Sec. 59A),
customs duties, capital stock, franchise profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on-minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.
"TAX RETURN" shall mean any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"TRANSACTION DOCUMENTS" shall mean collectively, this Agreement, the Notes,
the Warrants, the Registration Rights Agreement, the Intercreditor Agreement,
the Subordination Agreement, and the Subsidiary Guaranty.
"WARRANTS" shall mean the warrants referred to in the Whereas clause
hereof, which warrants are substantially in the form attached hereto as EXHIBIT
B.
"WHITNEY" shall mean Whitney & Co.
"WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary, all of the capital
stock or other voting equity interest of which is owned by the Company directly
and/or through other Wholly Owned Subsidiaries.
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<PAGE> 17
"WHOLLY OWNED SUBSIDIARY GUARANTOR" shall mean any Subsidiary Guarantors,
all of the capital stock or other voting equity interest of which is owned by
the Company directly and/or through other Wholly Owned Subsidiary Guarantors.
"WMF NOTE" shall mean the Note purchased pursuant to Section 2.1(a) hereof.
"WMF PLEDGE" shall mean any pledge of the WMF Note, the WMF Warrant or the
shares of stock issued upon exercise of the WMF Warrant pursuant to the terms of
the partnership agreement or other agreement of WMF, pursuant to which WMF
issued any bonds, promissory notes or other evidence or undebtedness.
1.2 ACCOUNTING TERMS: FINANCIAL STATEMENTS. All accounting terms used
herein and not expressly defined in this Agreement shall have the respective
meanings given to them in conformance with GAAP. Financial statements and other
information furnished after the date hereof pursuant to the Agreement or the
other Transaction Documents shall be prepared in accordance with GAAP as in
effect at the time of such preparation, PROVIDED, HOWEVER, that no "Accounting
Changes" (as defined below) shall be taken into account in determining
compliance with the financial covenants, standards or terms in this Agreement.
The Company shall prepare footnotes to each Compliance Certificate and the
financial statements required to be delivered hereunder that show the
differences between the basis for calculating financial covenant compliance (the
calculation of financial covenant compliance shall not be based upon nor reflect
such Accounting Changes) and the financial statements delivered (which shall
reflect such Accounting Changes). "ACCOUNTING CHANGES" means: (a) changes in
accounting principles required by GAAP and implemented by the Company; (b)
changes in accounting principles recommended by the Company's certified public
accountants and implemented by the Company; (c) changes in carrying value of the
Company's or any of its Subsidiaries' assets, liabilities or equity accounts
resulting from (i) the application of purchase accounting principles (A.P.B. 16
and/or 17 and EITF 88-16 and FASB 109) to the purchase and sale of the
Securities or the other transactions described in the Transaction Documents, or
(ii) as the result of any other adjustments that, in each case, were applicable
to, but not included in, the Pro Forma Balance Sheet. All such adjustments
resulting from expenditures made subsequent to the Closing Date (including, but
not limited to, capitalization of costs and expenses or payment of pre-Closing
Date liabilities) shall be treated as expenses in the period the expenditures
are made; and (d) changes in the calculation of the estimated life of the assets
of the Company's or of any of its Subsidiaries.
1.3 KNOWLEDGE OF THE COMPANY. All references to the knowledge of the
Company or to facts known by the Company shall mean actual knowledge or notice
of the Chairman, Chief Executive Officer, President, Chief Financial Officer,
Treasurer or other executive officer of the Company, including, without
limitation, Robert White, Robert Tunno, Gerald Harvey, and their respective
successors, or knowledge which such Person could reasonably have acquired
through the exercise of due inquiry.
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ARTICLE 2
PURCHASE AND SALE OF THE SECURITIES
-----------------------------------
2.1 PURCHASE AND SALE OF THE NOTES.
(a) Subject to the terms and conditions herein set forth, the Company
agrees that they will issue and sell to WMF, and WMF agrees that it will acquire
from the Company on the Closing Date, (i) a Note in the principal amount of
$30,000,000, for a purchase price of $29,914,479.50, and (ii) a Warrant to
purchase 171,041 shares of Common Stock, for a purchase price of $85,520.50.
(b) Subject to the terms and conditions herein set forth, the Company
agrees that they will issue and sell to Albion I, and Albion I agrees that it
will acquire from the Company on the Closing Date, (i) a Note in the principal
amount of $4,000,000, for a purchase price of $3,988,597.50, and (ii) a Warrant
to purchase 22,805 shares of Common Stock, for a purchase price of $11,402.50.
(c) Subject to the terms and conditions herein set forth, the Company
agrees that they will issue and sell to Albion II, and Albion II agrees that it
will acquire from the Company on the Closing Date, (i) a Note in the principal
amount of $8,500,000, for a purchase price of $8,475,769.00, and (ii) a Warrant
to purchase 48,462 shares of Common Stock, for a purchase price of $24,231.00.
(d) Subject to the terms and conditions herein set forth, the Company
agrees that they will issue and sell to Equitable, and Equitable agrees that it
will acquire from the Company on the Closing Date, (i) a Note in the principal
amount of $12,500,000, for a purchase price of $12,464,366.50, and (ii) a
Warrant to purchase 71,267 shares of Common Stock, for a purchase price of
$35,633.50.
(e) Subject to the terms and conditions herein set forth, the Company
agrees that they will issue and sell to Fleet, and Fleet agrees that it will
acquire from the Company on the Closing Date, (i) a Note in the principal amount
of $12,500,000, for a purchase price of $12,464,366.50, and (ii) a Warrant to
purchase 71,267 shares of Common Stock, for a purchase price of $35,633.50.
(f) Subject to the terms and conditions herein set forth, the Company
agrees that they will issue and sell to Citizens, and Citizens agrees that it
will acquire from the Company on the Closing Date, (i) a Note in the principal
amount of $7,500,000, for a purchase price of $7,478,620, and (ii) a Warrant to
purchase 42,760 shares of Common Stock, for a purchase price of $21,380.00.
(g) The Notes shall be substantially in the form attached hereto as
EXHIBIT A, appropriately completed in conformity herewith, and the Warrants
shall be substantially in the form attached hereto as EXHIBIT B, appropriately
completed in conformity herewith.
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2.2 FEES AT CLOSING [INTENTIONALLY OMITTED].
2.3 CLOSING. The purchase and issuance of the Securities shall take place
at the closing (the "CLOSING") to be held at the offices of Morrison Cohen
Singer & Weinstein, LLP, 750 Lexington Avenue, New York, New York 10022, at
10:00 a.m., Local Time, on August 29, 2000 (the "CLOSING DATE"). At the
Closing, the Company shall deliver the Notes, and the Warrants to the
Purchasers, in each case against delivery by the Purchasers of the purchase
prices therefor. In each case, payment of such purchase prices shall be by wire
transfer.
2.4 FINANCIAL ACCOUNTING POSITIONS; TAX REPORTING. Each of the parties
hereto agrees to take reporting and other positions with respect to the
Securities which are consistent with the purchase price of the Securities set
forth herein for all financial accounting purposes, unless otherwise required by
applicable GAAP or Commission rules (in which case the parties shall take
positions as so required by applicable GAAP or Commission rules). Each of the
parties to this Agreement agrees to take reporting and other positions with
respect to the Securities which are consistent with the purchase price of the
Securities set forth herein for all other purposes, including without
limitation, for all federal, state and local tax purposes.
ARTICLE 3
CONDITIONS TO THE RESPECTIVE
OBLIGATIONS OF THE PURCHASERS
TO PURCHASE THE SECURITIES
-----------------------------
The obligation of the Purchasers to purchase the Notes and the Warrants, to
pay the purchase prices therefor at the Closing and to perform any obligations
hereunder shall be subject to the satisfaction as determined by, or waived by,
the Purchasers of the following conditions on or before the Closing Date;
PROVIDED, HOWEVER, that any waiver of a condition shall not be deemed a waiver
of any breach of any representation, warranty, agreement, term or covenant or of
any misrepresentation by the Company, except to the extent expressly so waived.
No Purchasers shall be obligated to purchase any securities to be purchased by
it pursuant to this Agreement unless the purchase and sale of all other
securities occurs simultaneously.
3.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Company contained in Article 5 hereof shall be true and correct at and as of
the date hereof and the Closing Date as if made at and as of such date, and the
Purchasers shall have received at the Closing a certificate to the foregoing
effect, dated the Closing Date, and executed by the Chief Executive Officer,
President or a Vice President of the Company.
3.2 COMPLIANCE WITH THIS AGREEMENT. The Company and each of its
Subsidiaries shall have performed and complied with all of its agreements and
conditions set forth or contemplated herein that are required to be performed or
complied with by the Company or such subsidiary on or before the Closing Date,
and the Purchasers shall have received at the Closing a certificate to the
foregoing effect, dated the Closing Date, and executed by the Chief Executive
Officer, President or a Vice President of the Company.
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3.3 SECRETARY'S CERTIFICATES. The Purchasers shall have received
certificates from the Company and each Subsidiary Guarantor, dated the Closing
Date and signed by the Secretary or an Assistant Secretary of the Company or
Subsidiary Guarantor, certifying (a) that the attached copies of the Certificate
of Incorporation and By-laws of the Company or Subsidiary Guarantor, and
resolutions of the Board of Directors of the Company or Subsidiary Guarantor
approving the Transaction Documents to which it is a party and the transactions
contemplated hereby and thereby are all true, complete and correct and remain
unamended and in full force and effect, and (b) the incumbency and specimen
signature of each officer of the Company or Subsidiary Guarantor executing any
Transaction Document to which it is a party or any other document delivered in
connection herewith and therewith on behalf of the Company or Subsidiary
Guarantor.
3.4 DOCUMENTS. The Purchasers shall have received true, complete and
correct copies of (i) the SEC Reports of the Company and (ii) such agreements,
schedules, exhibits, certificates, documents, financial information and filings
as they may request in connection with or relating to the transactions
contemplated hereby, all in form and substance satisfactory to the Purchasers.
3.5 PURCHASE OF SECURITIES PERMITTED BY APPLICABLE LAWS. The acquisition
of and payment for the Securities to be acquired by the Purchasers hereunder and
the consummation of the transactions contemplated hereby and by the Transaction
Documents (a) shall not be prohibited by any Requirement of Law, (b) shall not
subject the Purchasers to any penalty under or pursuant to any Requirement of
Law, and (c) shall be permitted by all Requirements of Law to which any
Purchaser or the transactions contemplated by or referred to herein or in the
Transaction Documents are subject; and the Purchasers shall have received such
certificates or other evidence as they may reasonably request to establish
compliance with this condition.
3.6 OPINION OF COUNSEL. The Purchasers shall have received an opinion of
outside counsel to the Company and its Subsidiaries, dated as of the Closing
Date, relating to the transactions contemplated by or referred to herein, in
form and substance acceptable to the Purchasers.
3.7 APPROVAL OF COUNSEL TO THE PURCHASERS. All actions and proceedings
hereunder and all agreements, schedules, exhibits, certificates, financial
information, filings and other documents required to be delivered by the Company
and each of its Subsidiaries hereunder or in connection with the consummation of
the transactions contemplated hereby, and all other related matters, shall have
been in form and substance acceptable to Morrison Cohen Singer & Weinstein, LLP,
counsel to the Purchasers, in its reasonable judgment (including, without
limitation, the opinion of counsel referred to in Section 3.6 hereof).
3.8 CONSENTS AND APPROVALS. All consents, exemptions, authorizations, or
other actions by, or notices to, or filings with, Governmental Authorities and
other Persons in respect of all Requirements of Law and with respect to those
Contractual Obligations of the Company and each of its Subsidiaries necessary,
desirable, or required in connection with the execution, delivery or performance
(including, without limitation, the payment of interest on the Notes and the
issuance of Common Stock upon the exercise of the Warrants) by the Company
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<PAGE> 21
and its Subsidiaries or the enforcement against the Company of the Transaction
Documents to which it is a party shall have been obtained and be in full force
and effect, and the Purchasers shall have been furnished with appropriate
evidence thereof, and all waiting periods shall have lapsed without extension or
the imposition of any conditions or restrictions.
3.9 REGISTRATION RIGHTS AGREEMENT. The Company shall have duly executed
and delivered the Registration Rights Agreement.
3.10 NO MATERIAL JUDGMENT OR ORDER. There shall not be on the Closing Date
any judgment or order of a court of competent jurisdiction or any ruling of any
Governmental Authority or any condition imposed under any Requirement of Law
which, in the reasonable judgment of the Purchasers, would prohibit the purchase
of the Securities hereunder or subject the Purchasers to any penalty or other
onerous condition under or pursuant to any Requirement of Law if the Securities
were to be purchased hereunder.
3.11 PRO FORMA BALANCE SHEET. The Company shall have delivered to the
Purchasers as of July 30, 2000 a pro forma consolidated balance sheet of the
Company and its Subsidiaries, certified by the chief financial officer of the
Company that it presents fairly the pro forma adjustments reflecting the
consummation of the transactions contemplated by the Transaction Documents,
including all material fees and expenses in connection therewith.
3.12 GOOD STANDING CERTIFICATES. The Company shall have delivered to the
Purchasers good standing certificates for the Company and each of its
Subsidiaries for each of their respective jurisdictions of incorporation and all
other jurisdictions where they do business, dated as of no more than thirty (30)
days before the Closing.
3.13 NO LITIGATION. No action, suit or proceeding before any court or any
Governmental Authority shall have been commenced or threatened, no investigation
by any Governmental Authority shall have been commenced and no action, suit or
proceeding by any Governmental Authority shall have been threatened against any
Purchaser, the Company or Subsidiary (i) seeking to restrain, prevent or change
the transactions contemplated hereby or questioning the validity or legality of
any of such transactions, or (ii) which would, if resolved adversely to such
Purchaser, Company or Subsidiary, severally or in the aggregate, materially and
adversely affect the Condition of the Company.
3.14 GUARANTIES. Purchasers shall have received a guaranty (a "SUBSIDIARY
GUARANTY") duly executed and delivered by each Subsidiary of the Company
organized under the laws of any state or the District of Columbia of the United
States of America, Canada or Puerto Rico, as identified on SCHEDULE 5.17 (each,
a "SUBSIDIARY GUARANTOR").
3.15 BRIDGE FINANCING. Contemporaneously with the Closing, (i) the Bridge
Notes and all other obligations under the Senior Subordinated Note Purchase
Agreement dated as of August 31, 1999, among the Company and the Lenders and
Holders referred to therein, and Fleet National Bank (formerly known as
BankBoston, N.A.) as Administrative Agent, shall be satisfied in full and
canceled (the "BRIDGE REPAYMENT"), (ii) all conditions for the release of all
Warrants issued under the Warrant Agreement dated as of August 31, 1999, by and
between the Company and State Street Bank and Trust Company to the Company for
cancellation have been
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met (the "RELEASE") and (iii) the Purchasers shall receive evidence, to their
reasonable satisfaction, of the Bridge Repayment and the Release.
3.16 SUBORDINATION AGREEMENT. Purchaser shall have received the
Subordination Agreement duly executed and delivered by Fleet National Bank, as
Administrative Agent, and the Company.
ARTICLE 4
CONDITIONS TO THE OBLIGATIONS
OF THE COMPANY TO ISSUE AND SELL THE SECURITIES
-----------------------------------------------
The obligations of the Company to issue and sell the Securities and to
perform its other obligations hereunder relating thereto shall be subject to the
satisfaction as determined by, or waived by, the Company of the following
conditions on or before the Closing Date:
4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Purchasers contained in Article 6 hereof shall be true and correct at and as
of the date hereof and the Closing Date as if made at and as of such date.
4.2 COMPLIANCE WITH THIS AGREEMENT. The Purchasers shall have performed
and complied with all of their respective agreements and conditions set forth or
contemplated herein that are required to be performed or complied with by the
Purchasers on or before the Closing Date.
4.3 SUBORDINATION AGREEMENT. The Company shall have received the
Subordination Agreement duly executed and delivered by Fleet National Bank, as
Administrative Agent, and the Purchasers.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------
The Company hereby represents and warrants to the Purchasers as follows:
5.1 CORPORATE EXISTENCE AND POWER. The Company and each of its
Subsidiaries: (a) is a corporation or limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization; (b) has all requisite corporate or limited
liability company power and authority to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently, or is currently proposed to be, engaged; (c) is, duly qualified as a
foreign entity, licensed and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except to the extent that the
failure to so qualify would not have a material adverse effect on the Condition
of the Company; and (d) has the corporate or limited liability company power and
authority to execute, deliver and perform its obligations under each Transaction
Document to which it is or
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will be a party and to borrow hereunder, SCHEDULE 5.1 contains a true, complete
and correct list of the Company and each Subsidiary and each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
would require it to be qualified to do business as a foreign entity.
5.2 CORPORATE AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Company of this Agreement and each other Transaction Document
to which such it is or will be a party and the consummation of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of
the Securities: (a) have been duly authorized by all necessary corporate or
limited liability company, and if required, stockholder or member action; (b) do
not and will not contravene the terms of the Certificate of Incorporation,
By-Laws or other organizational document of the Company or any Subsidiary, or
any amendment thereof or any Requirement of Law applicable to such Person or
such Person's assets, business or properties; (c) do not and will not (i)
conflict with, contravene, result in any violation or breach of or default under
(with or without the giving of notice or the lapse of time or both), (ii) create
in any other Person a right or claim of termination or amendment, or (iii)
require modification, acceleration or cancellation of any Contractual Obligation
of the Company or any of its Subsidiaries; and (d) do not and will not result in
the creation of any Lien (or obligation to create a Lien) against any property,
asset or business of the Company or any of its Subsidiaries.
5.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. Except as set forth
on SCHEDULE 5.3, no approval, consent, compliance, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or any
other Person in respect of any Requirement of Law or Contractual Obligation, and
no lapse of a waiting period under a Requirement of Law or Contractual
Obligation, is necessary or required in connection with the execution, delivery
or performance by (including, without limitation, the payment of interest on the
Notes and the issuance of shares of capital stock upon the exercise of the
Warrants), or enforcement against, the Company or any of its Subsidiaries of the
Transaction Documents to which it is a party or the consummation of the
transactions contemplated hereby or thereby.
5.4 BINDING EFFECT. This Agreement has been, and each of the Transaction
Documents to which the Company and each of its Subsidiaries will be a party to
will be, duly executed and delivered by the Company or such Subsidiary, and this
Agreement constitutes, and such Transaction Documents will constitute, the
legal, valid and binding obligation of the Company or such Subsidiary
enforceable against the Company or such Subsidiary in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity relating to
enforceability.
5.5 NO LEGAL BAR. Neither the Company nor any of its Subsidiaries has
previously entered into any agreement which is currently in effect or to which
the Company or any of its Subsidiaries is currently bound, granting any rights
to any Person which are inconsistent with the rights to be granted by the
Company in the Transaction Documents.
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5.6 COMPLIANCE WITH LAWS. The Company and each of its Subsidiaries are in
compliance with all Requirements of Law, except when the failure to so comply
would not, either singly or in the aggregate, materially adversely affect the
Condition of the Company.
5.7 NO DEFAULT OR BREACH. No event has occurred and is continuing or would
result from the incurring of obligations by the Company and its Subsidiaries
under the Transaction Documents which constitutes or, with the giving of notice
or lapse of time or both, would constitute an Event of Default. Neither the
Company nor any of its Subsidiaries is in default under or with respect to any
Contractual Obligation in any material respect.
5.8 TITLE TO PROPERTIES.
(a) The Company and/or its Subsidiaries have good, indefeasible and
marketable title in and to all real property and good title to all other
properties reflected on the Pro Forma Balance Sheet or used in connection with
their respective businesses, in each case, free and clear of all Liens,
liabilities and rights except as provided on SCHEDULE 5.8.
(b) The Company and/or its Subsidiaries hold all of the right, title
and interest of the tenant under the leases reflected on the Pro Forma Balance
Sheet or used in connection with their respective businesses free and clear of
all Liens, liabilities and rights except as provided on SCHEDULE 5.8.
5.9 USE OF REAL PROPERTY. Except as set forth on SCHEDULE 5.9, the owned
and leased real properties reflected on the Pro Forma Balance Sheet or used in
connection with the respective businesses of the Company and its Subsidiaries,
are used and operated in compliance and conformity with all Contractual
Obligations and Requirements of Law, except to the extent that the failure so to
comply would not, in the aggregate, materially adversely affect the Condition of
the Company; neither the Company nor any of its Subsidiaries has received notice
of violation of any applicable zoning or building regulation, ordinance or other
law, order, regulation or other Requirements of Law relating to the operations
of either the Company or any of its Subsidiaries; and there is no such violation
which, individually or in the aggregate, will have a material adverse effect on
the Condition of the Company. Except as set forth on SCHEDULE 5.9, all
structures, improvements and other buildings that are owned or covered by leases
reflected on the Pro Forma Balance Sheet or used in connection with the business
of the Company and its Subsidiaries, are in material compliance with all
applicable ordinances, codes, regulations and other Requirements of Law, have,
where required a valid and subsisting certificate of occupancy for their present
use, and neither the Company nor any Subsidiary thereof has received any written
notice from any Governmental Authority which is still outstanding of any failure
to obtain any certificate, permit, license or approval with respect to the real
property, or any intended revocation, modification or cancellation of same, and
no law or regulation presently in effect or condition precludes or materially
restricts continuation of the present use of such properties. Each lease
relating to leased real property reflected on the Pro Forma Balance Sheet or
used in connection with the business of the Company or any of its Subsidiaries
is in full force and effect and the Company enjoys peaceful and undisturbed
possession thereunder. The Company has not received a notice of default and, to
the knowledge of the Company, there is no default on the part of the Company or
any of its Subsidiaries or event or condition which (with notice or lapse of
time, or both) would constitute a default on the
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part of the Company or any of its Subsidiaries under any such lease. There are
no service contracts, maintenance contracts, union contracts, concession
agreements, licenses, agency agreements or any other Contractual Obligations
affecting the real property or the leased property reflected on the Pro Forma
Balance Sheet or used in connection with the business of the Company and its
Subsidiaries, or the operation thereof, other than those listed on SCHEDULE 5.9,
except for Contractual Obligations which are cancelable on no more than thirty
(30) days' notice. There are no pending or, to the knowledge of the Company,
threatened condemnation or eminent domain proceedings that would affect any part
of the real property or the leased property reflected on the Pro Forma Balance
Sheet or used in connection with the business of the Company and its
Subsidiaries. There are no actions, suits or proceedings pending or, to the
knowledge of the Company, threatened against the real property or the leased
property on the Pro Forma Balance Sheet or used in connection with the business
of the Company and its Subsidiaries, at law or in equity, before any federal,
state, municipal or governmental department, commission, board, bureau, agency
or instrumentality which would in any way affect title to such real property or
the leased property.
5.10 TAXES
(a) Each of the Company and its Subsidiaries has filed all Tax
Returns that it was required to file. All such Tax Returns were correct and
complete in all material respects. Other than taxes due and owing in an
immaterial amount, all Taxes owed by the Company or any of its Subsidiaries
(whether or not shown on any Tax Return) have been paid or will be paid in the
ordinary course of business. Except as set forth in SCHEDULE 5.10, neither the
Company nor any of its Subsidiaries currently is the beneficiary of any
extension of time within which to file any Tax Return. Except as set forth on
SCHEDULE 5.10, since March 31, 1997 no claim has been made by a Governmental
Authority in a jurisdiction where the Company or any of its Subsidiaries does
not file Tax Returns that the Company or any of its Subsidiaries is or may be
subject to taxation by that jurisdiction. There are no Liens on any of the
assets of the Company or any of its Subsidiaries that arose in connection with
any failure (or alleged failure) to pay any Tax.
(b) Except as set forth on SCHEDULE 5.10, each of the Company and its
Subsidiaries has withheld and paid, or will pay in the ordinary course of
business, all Taxes that are material in amount required to have been withheld
and paid in connection with amounts paid or owing to any employee, independent
contractors, creditor, stockholder, or other third party.
(c) Except as set forth on SCHEDULE 5.10, neither the Company nor any
of its Subsidiaries expects any Governmental Authority to assess any additional
Taxes that are material in amount for any period for which Tax Returns have been
filed. There is no dispute or claim concerning any Tax liability of the Company
or any of its Subsidiaries either (i) claimed or raised by any Governmental
Authority in writing or (ii) as to which the Company has knowledge based upon
personal contact with any agent of such authority.
(d) Except as set forth on SCHEDULE 5.10, neither the Company nor any
of its Subsidiaries has waived any statute of limitations in respect of Taxes or
agreed to any extension of time with respect to a Tax assessment or deficiency.
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(e) Neither the Company nor any of its Subsidiaries has any liability
for the Taxes of any person or entity other than the Company and its
Subsidiaries (i) under Reg. Section 1.1502-6 (or any similar provision of state,
local or foreign law), (ii) as a transferee or successor, (iii) by contract, or
(iv) otherwise.
5.11 SEC REPORTS; FINANCIAL CONDITION.
(a) The Company has filed all SEC Reports and has made available to
the Purchasers each SEC Report. The SEC Reports of the Company, including,
without limitation, any financial statements or schedules included or
incorporated therein by reference, (i) comply in all material respects with the
requirements of the Exchange Act or the Securities Act or both, as the case may
be, applicable to those SEC Reports and (ii) did not at the time they were filed
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or necessary in order to make the statements made in those
SEC Reports, in light of the circumstances under which they were made, not
misleading. No Subsidiary of the Company is subject to the periodic reporting
requirements of the Exchange Act or is otherwise required to file any documents
with the Commission or any national securities exchange or quotation service or
comparable Governmental Authority.
(b) Each of the consolidated balance sheets of the Company and its
Subsidiaries and the related consolidated statements of income, stockholders'
equity and cash flow, together with the notes thereto, which are included in or
incorporated by reference into the SEC Reports of the Company fairly present, in
all material respects, the financial position of the Company and each of its
Subsidiaries as of the respective dates thereof, and the results of operations
and cash flows of the Company and each of its Subsidiaries as of the respective
dates or for the respective periods set forth therein, all in conformity with
GAAP consistently applied during the periods involved, except as otherwise set
forth in the notes thereto and subject, in the case of unaudited quarterly
financial statements, to normal year-end audit adjustments. As of the dates of
the financial statements which are included in or incorporated by reference into
the SEC Reports, the Company had no obligation, indebtedness or liability
(whether accrued, absolute, contingent or otherwise, known or unknown, and
whether due or to become due), which was not reflected or reserved against in
the balance sheets or the notes thereto which are part of the financial
statements, except for those incurred in the ordinary course of business and
which are fully reflected on the Company's books of account and which,
individually or in the aggregate, would not materially and adversely affect the
Condition of the Company.
(c) The Pro Forma Balance Sheet delivered to the Purchasers sets
forth the assets and liabilities of the Company and each of its Subsidiaries on
a pro forma consolidated basis after taking into account the consummation of the
transactions contemplated in this Agreement as of July 30, 2000. The Pro Forma
Balance Sheet has been prepared by the Company in accordance with GAAP,
consistently applied, and fairly presents in all material respects the assets
and liabilities of the Company and its Subsidiaries on a consolidated basis,
reflecting the consummation of the transactions contemplated in this Agreement
and based on the assumptions set forth therein as of the Closing Date.
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(d) The projections of the Company and its Subsidiaries on a
consolidated basis heretofore delivered to the Purchasers (i) were prepared by
the Company in the ordinary course of its operations consistent with past
practice, (ii) are the most current projections prepared by the Company relating
to the periods covered thereby, and (iii) are based on assumptions which were
reasonable when made and such assumptions and projections are reasonable on the
date hereof except for the changes in the principal amount of the Notes. Neither
the Company nor any of its Subsidiaries has delivered to any Person any later
dated projections.
5.12 ERISA -- PROHIBITED TRANSACTIONS. The execution and delivery of the
Transaction Documents, the purchase and sale of the Securities hereunder and the
consummation of the transactions contemplated hereby and thereby will not result
in any prohibited transaction within the meaning of Section 406 of ERISA or
Section 4975 of the Code.
5.13 DISCLOSURE.
(a) AGREEMENT AND OTHER DOCUMENTS. This Agreement, together with all
exhibits and schedules hereto, and the agreements, certificates and other
documents furnished to the Purchasers by the Company and its Subsidiaries at the
Closing, do not contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements contained herein or
therein, in the light of the circumstances under which they were made, not
misleading.
(b) MATERIAL ADVERSE EFFECTS. There is no fact known to the Company,
which the Company has not disclosed to the Purchasers in writing which
materially adversely affects or, insofar as the Company can reasonably foresee,
could materially adversely affect, the Condition of the Company or the ability
of the Company or any of its Subsidiaries to perform its obligations under the
Transaction Documents, or any agreement or other document contemplated thereby
to which it is a party.
5.14 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 31, 2000, except as
set forth on SCHEDULE 5.14, neither the Company nor any of its Subsidiaries has
(i) issued any stock, bonds or other corporate securities, (ii) borrowed any
amount or incurred any liabilities (absolute or contingent), other than in the
ordinary course of business, in excess of $200,000, (iii) discharged or
satisfied any Lien or incurred or paid any obligation or liability (absolute or
contingent), other than in the ordinary course of business, in excess of
$200,000, (iv) declared or made any payment or distribution to stockholders or
purchased or redeemed any shares of its capital stock or other securities,
except for the payment of regular quarterly common stock dividends, (v)
mortgaged, pledged or subjected to Lien any of its assets, tangible or
intangible, (vi) sold, assigned or transferred any of its tangible assets other
than in the ordinary course of business, or canceled any debts or claims, (vii)
sold, assigned or transferred any patents, trademarks, trade names, copyrights,
trade secrets or other intangible assets, (viii) suffered any material losses of
property, or waived any rights of substantial value, (ix) suffered any material
adverse change in the Condition of the Company, (x) expended any material
amount, granted any extraordinary bonuses or salary increases, (xi) entered into
any transaction involving consideration in excess of $200,000 other than
purchase orders consistent with the Company's business practices in the ordinary
course of business, except as otherwise contemplated hereby or
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(xii) entered into any agreement or transaction, or amended or terminated any
agreement, with an Affiliate. To the knowledge of the Company, no material
adverse change in the Condition of the Company is threatened or reasonably
likely to occur.
5.15 ENVIRONMENTAL MATTERS. Except as described on SCHEDULE 5.15:
(a) The property, assets and operations of the Company and its
Subsidiaries are and have been in compliance, in all material respects, with all
applicable Environmental Laws; there are no Hazardous Materials stored or
otherwise located in, on or under any of the property or assets of the Company
or its Subsidiaries, including, without limitation, the groundwater, except in
compliance with applicable Environmental Laws; and there have been no releases
or threatened releases of Hazardous Materials in, on or under any property
adjoining any of the property or assets of the Company or its Subsidiaries which
have not been remediated to the satisfaction of the appropriate Governmental
Authorities and in compliance with Environmental Laws as currently in effect.
(b) None of the property, assets or operations of the Company or its
Subsidiaries is the subject of any federal, state or local investigation
evaluating whether (i) any remedial action is needed to respond to a release or
threatened release of any Hazardous Materials into the environment or (ii) any
release or threatened release of any Hazardous Materials into the environment is
in contravention of any Environmental Law.
(c) Neither the Company nor any of its Subsidiaries has received any
notice or claim, nor are there pending, nor, to the Knowledge of the Company,
threatened, lawsuits or proceedings against any of them, with respect to
violations of an Environmental Law or in connection with the presence of or
exposure to any Hazardous Materials in the environment or any release or
threatened release of any Hazardous Materials into the environment, and neither
the Company nor its Subsidiaries is or was the owner or operator of any property
which (i) pursuant to any Environmental Law has been placed on any list of
Hazardous Materials disposal sites, including, without limitation, the "National
Priorities List" or "CERCLIS List," (ii) has, or had, any subsurface storage
tanks located thereon, or (iii) has ever been used as or for a waste disposal
facility, a mine, a gasoline service station or, other than for petroleum
substances stored in the ordinary course of business, a petroleum products
storage facility.
(d) Neither the Company nor any of its Subsidiaries has any present
or contingent liability in connection with the presence either on or off the
property or assets of the Company or its Subsidiaries of any Hazardous Materials
in the environment or any release or threatened release of any Hazardous
Materials into the environment.
5.16 INVESTMENT COMPANY/GOVERNMENT REGULATIONS. The Company is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended. Neither the Company nor its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, as amended, the Federal
Power Act, the Interstate Commerce Act, or any federal or state statute or
regulation limiting its ability to incur Indebtedness.
5.17 SUBSIDIARIES.
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(a) SCHEDULE 5.17 sets forth a complete and accurate list of all of
the Subsidiaries of the Company together with their respective jurisdictions of
incorporation or organization. All of the outstanding shares of capital stock
of, or other equity interests in, the Subsidiaries are validly issued, fully
paid and nonassessable. Except as set forth on SCHEDULE 5.17, as of the Closing
Date, all of the outstanding shares of capital stock of, or other ownership
interests in, each of the Subsidiaries are owned by the Company or by a Wholly
Owned Subsidiary, free and clear of any Liens. No Subsidiary has outstanding
options, warrants, subscriptions, calls, rights, convertible securities or other
agreements or commitments obligating the Subsidiary to issue, transfer or sell
any securities of the Subsidiary.
(b) Except for the Subsidiaries of the Company, the Company does not
own of record or beneficially, directly or indirectly, (i) any shares of
outstanding capital stock or securities convertible into capital stock of any
other corporation, and (ii) any equity, voting or participating interest in any
limited liability company, partnership, joint venture or other non-corporate
business enterprises.
5.18 CAPITALIZATION.
(a) As of the Closing Date, the authorized capital stock of the
Company consists of 14,700,000 shares of Common Stock, of which 6,150,884 shares
are issued and outstanding, and 300,000 shares of Preferred Stock, of which no
shares are issued and outstanding. The Company has 546,628 shares of capital
stock held in treasury. As of the Closing Date, after giving effect to the
transactions contemplated by the Transaction Documents, there will be (i)
6,150,884 shares of Common Stock issued and outstanding, (ii) no shares of
Preferred Stock issued and outstanding, (iii) a maximum of 427,602 shares of
Common Stock reserved by appropriate corporate action for issuance upon exercise
of the Warrants, (iv) a maximum of 800,000 shares of Common Stock reserved by
appropriate corporate action for issuance upon the exercise of stock options
issuable in accordance with the terms of the Company's amended and Restated 1992
Long-Term Incentive Plan (the "1992 PLAN OPTIONS"), (v) a maximum of 150,000
shares of Common Stock reserved by appropriate corporate action for issuance
upon the exercise of the stock options issuable in accordance with the terms of
the Company's 1998 Non-Employee Directors Stock Option Plan (the "1998 PLAN
OPTIONS"), (vi) a maximum of 300,000 shares of Common Stock reserved by
appropriate corporate action for issuance upon the exercise of the stock options
issuable in accordance with the terms of the Company's 1999 Long-Term Incentive
Plan (the "1999 PLAN OPTIONS"). All outstanding shares of capital stock of the
Company are, and the shares of Common Stock issuable upon exercise of the
Warrants, the 1992 Options, the 1998 Options and the 1999 Options when issued
will be, duly authorized, validly issued, fully paid and nonassessable and shall
be free and clear of all Liens and the issuance of foregoing has not been or
will not be, as the case may be, subject to preemptive rights in favor of any
Person and will not result in the issuance of any additional shares of capital
stock of the Company or the triggering of any anti-dilution or similar rights
contained in any options, warrants, debentures or other securities or agreements
of the Company. SCHEDULE 5.18 provides an accurate list as of the Closing Date,
after giving effect to the transactions contemplated hereby and the other
Transaction Documents of all of the holders of warrants, options, rights and
securities convertible into capital stock, together with the number of shares of
capital stock to be issued upon the exercise or conversion of such warrants,
options, rights and convertible securities.
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(b) Except as set forth in SCHEDULE 5.18, on the Closing Date, except
for the Warrants, the 1992 Plan Options, the 1998 Plan Options and the 1999 Plan
Options, there will be no outstanding securities convertible into or
exchangeable for capital stock of the Company or any of its Subsidiaries or
options, warrants or other rights to purchase or subscribe to capital stock of
the Company or any of its Subsidiaries or contracts, commitments, agreements,
understandings or arrangements of any kind to which the Company or any of its
Subsidiaries is a party relating to the issuance of any capital stock of the
Company or any of its Subsidiaries, any such convertible or exchangeable
securities or any such options, warrants or rights.
5.19 PRIVATE OFFERING. No form of general solicitation or general
advertising was used by the Company or any of its Subsidiaries, or their
respective representatives in connection with the offer or sale of the
Securities. No registration of the Securities or Common Stock issuable upon the
exercise of the Warrants pursuant to the provisions of the Securities Act or the
state securities or "blue sky" laws will be required for the offer, sale or
issuance of the Securities pursuant to this Agreement or of the Common Stock
issuable upon the exercise of the Warrants. The Company agrees that neither it,
nor anyone acting on its behalf, will offer or sell the Securities or any other
security so as to requires the registration of the Securities or Common Stock
issuable upon the exercise of the Warrants pursuant to the provisions of the
Securities Act or any state securities or "blue sky" laws, unless such
Securities or Common Stock issuable upon the exercise of the Warrants are so
registered.
5.20 BROKER'S, FINDER'S OR SIMILAR FEES. Except as provided in Section 2.4
or as set forth on SCHEDULE 5.20 there are no brokerage commissions, finder's
fees or similar fees or commissions payable in connection with the transactions
contemplated hereby based on any agreement, arrangement or understanding with
the Company or any of its Subsidiaries, or any action taken by any such Person.
5.21 LABOR RELATIONS. SCHEDULE 5.21 lists all collective bargaining
agreements to which the Company or any of its Subsidiaries is a party. Except as
set forth in SCHEDULE 5.21, there is (a) no unfair labor practice complaint
pending or, to the Company's knowledge, threatened against the Company or any of
its Subsidiaries before the National Labor Relations Board and no grievance or
arbitration proceeding arising out of or under collective bargaining agreements
is so pending or threatened, (b) no strike, labor dispute, slowdown or stoppage
pending or threatened against the Company or any of its Subsidiaries, (c) no
union representation question existing with respect to the employees of the
Company or any of its Subsidiaries and no union organizing activities are taking
place, and (d) no employment contract with any employee or independent
contractor of the Company or any Subsidiary. The Company and each Subsidiary is
in compliance in all material respects with all federal, state or other
applicable laws respecting employment and employment practices, terms and
conditions of employment and wages and hours.
5.22 EMPLOYEE BENEFIT PLANS.
(a) EMPLOYEE BENEFIT PLANS AND LIABILITIES. Neither the Company nor
any ERISA Affiliate has contributed to nor has any actual or contingent, direct
or indirect, liability in respect of any employee benefit plan (as defined in
Section 3(3) of ERISA) or other employee
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benefit arrangement (collectively, the "PLANS"), within the five-consecutive-
year period immediately preceding the first day of the year in which the Closing
Date occurs other than those liabilities with respect to such Plans specifically
described on SCHEDULE 5.22(a). SCHEDULE 5.22(a) sets forth all Plans. At no
time, except as set forth in SCHEDULE 5.22(a) during such five year period has
the Company or any ERISA Affiliate participated in or contributed to any
Multiemployer Plan, nor during such period has the Company or any ERISA
Affiliate had an obligation to participate in or contribute to any such
Multiemployer Plan. No agreement subject to section 4204 of ERISA has been
entered into in connection with the transactions contemplated in this Agreement.
There are no outstanding liabilities of the Company or any ERISA Affiliate to
any employee benefit plans previously, but no longer, maintained by the Company
or any ERISA Affiliate, and the Company is not aware of any potential
liabilities in connection therewith. There are no actions, suits or claims,
other than for benefits in the ordinary course, pending or, to the knowledge of
the Company, threatened against the Company, an ERISA Affiliate or the Plans
which might subject the Company or any ERISA Affiliate to any material
liability. The Company has made available to the Purchasers accurate and
complete copies of all of the Plans.
(b) PLAN COMPLIANCE. The Company and each of its Subsidiaries is in
compliance in all material respects with all reporting, disclosure and
registration requirements applicable to it under the Code, ERISA and all federal
and state securities laws, and Department of Labor, Internal Revenue Service and
Commission rules and regulations promulgated thereunder, with respect to all of
the Plans, and is not subject to any liability, whether asserted or not, for any
penalties to any Governmental Authority for late filing of any return, report or
other governmental filing. No civil or criminal action brought pursuant to the
provisions of Title I, Subtitle B, Part 5 of ERISA or any other federal or state
law is pending or, to the Knowledge of the Company, threatened against any
fiduciary of the Plans. No Plan, or any fiduciary thereof, to the Knowledge of
the Company, has been, or is currently, the direct or indirect subject of an
audit, investigation or examination by any Governmental Authority. All of the
Plans comply currently, and have complied at all times (and all former Plans
have complied at all times in the past), both as to form and operation, in all
material respects, with their terms and with all Requirements of Law. Except as
set forth on Schedule 5.22(b), each of the Plans maintained by the Company or
any Subsidiary that is an "employee benefit pension plan" (within the meaning of
Section 3(2)(A) of ERISA) has obtained a favorable determination (covering all
changes or amendments applicable under Requirements of Law) from the Internal
Revenue Service as to its qualification under Sections 401(a) and 501(a) of the
Code or is within the remedial amendment period (as provided in Section 401(b)
of the Code) for making any required changes or amendments, and nothing has
occurred before or after the date of each such determination letter as would
adversely affect such qualification. All amounts that are currently owing to
Plan participants (including, without limitation, former Plan participants), or
contributions required to be made to the Plans have been timely paid or
contributed with respect to all periods prior to the Closing Date or provided
for by adequate reserves on the Pro Forma Balance Sheet.
(c) PROHIBITED TRANSACTIONS. Except as set forth on SCHEDULE 5.22(c),
no Plan, nor any related trust, nor the Company, nor any Subsidiary thereof, nor
any trustee, administrator or other "party in interest" or "disqualified person"
(within the meaning of Section 3(14) of ERISA or Section 4975(e)(2) of the Code,
respectively) with respect to the Plans, has engaged in any nonexempt
"prohibited transaction" (within the meaning of Section 406 of
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ERISA or Section 4975(c) of the Code, respectively) with respect to the
participation of Company or any of its Subsidiaries therein, which could subject
any of the Plans or related trusts, or any trustee, administrator or other
fiduciary of any such Plan, or the Company, any Subsidiary of the Company or the
Purchasers, or any other party dealing with the Plans, to the penalties or
excise tax imposed on prohibited transactions by Section 502 of ERISA or Section
4975 of the Code which could have a material adverse effect on the Condition of
the Company.
(d) COBRA. Except as set forth in SCHEDULE 5.22(d), the Company and
each of its Subsidiaries has complied in all material respects with the
continuation coverage requirements of group health plans provided in Section
4980B of the Code, Sections 601 et seq. of ERISA, the Family and Medical Leave
Act of 1994, and the regulations promulgated thereunder, and (ii) there are no
individual claims by any employee of the Company or any Subsidiary for any
illness or accident which is expected to exceed $75,000 in health related costs
(net of insurance reimbursement) to the Company or any Subsidiary within the
twelve (12)-month period following the Closing Date.
(e) MISCELLANEOUS. Except as set forth on SCHEDULE 5.22(e) neither
the Company, its Subsidiaries, nor any Plan provides for or promises retiree
medical, disability or life insurance benefits to any current or former
employee, officer or director of the Company or any of its Subsidiaries, other
than continuation coverage required by section 4980B of the Code. Except as set
forth on SCHEDULE 5.22(e) neither the Company nor any of its Subsidiaries is a
party to or obligated under any agreement, plan, contract or other arrangements
that will result, separately or in the aggregate, in the payment of any "excess
parachute payment" within the meaning of section 280G of the Code.
5.23 PATENTS, TRADEMARKS, ETC. The Company and its Subsidiaries own or are
licensed or otherwise have the right to use all patents, trademarks, service
marks, trade names, copyrights, licenses, franchises and other rights,
including, without limitation, with respect to all software developed, owned or
licensed by the Company (collectively, the "RIGHTS"), being used to conduct
their businesses as now operated. SCHEDULE 5.23 sets forth a complete list of
licenses or other or other Contractual Obligations relating to the Company's and
its Subsidiaries' Rights and of registrations of patents, trademarks, service
marks and copyrights including any applications therefor constituting such
Rights. To the Company's knowledge, no Right or product, process, method,
substance or other material presently sold by or employed by the Company or any
of its Subsidiaries, or which the Company or any of its Subsidiaries
contemplates selling or employing, infringes upon the Rights that are owned by
others. No litigation is pending and no claim has been made against the Company
or any of its Subsidiaries or, to the knowledge of the Company, is threatened,
contesting the right of the Company or any of its Subsidiaries to sell or use
any Right or product, process, method, substance or other material presently
sold by or employed by the Company or any of its Subsidiaries. Except as set
forth on SCHEDULE 5.23, neither the Company nor any of its Subsidiaries has
asserted any claim of infringement, misappropriation or misuse by any Person of
any Rights owned by the Company or any of its Subsidiaries or to which any of
them have exclusive use. Except as set forth on SCHEDULE 5.23, no employee,
officer or consultant of the Company or any of its Subsidiaries has any
proprietary, financial or other interest in any Rights owned or used by the
Company or its Subsidiaries in their businesses. Except as set forth on SCHEDULE
5.23, neither the Company nor any of its Subsidiaries has any obligation to
compensate any Person for the use of any Rights and
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neither the Company nor any of its Subsidiaries has granted any license or other
right to use any of the Rights of the Company or it Subsidiaries, whether
requiring the payment of royalties or not. The Company and its Subsidiaries have
taken all reasonable measures to protect and preserve the security,
confidentiality and value of their Rights, including trade secrets and other
confidential information, including, without limitation, all algorithms,
methods, technology or know-how incorporated or embedded in, or underlying,
software licensed by the Company to third parties. All trade secrets and other
confidential information of the Company and its Subsidiaries are presently
valued and protectible and are not part of the public domain or knowledge, nor
have they been used, divulged or appropriated for the benefit of any Person
other than the Company or its Subsidiaries or otherwise to the detriment of the
Company or its Subsidiaries. To the Knowledge of the Company, no trade secret or
other confidential information of the Company or any of its Subsidiaries has
been used, divulged or appropriated to the detriment of the Company or its
Subsidiaries. The Company has taken reasonable measures to ensure that, and, to
the Knowledge of the Company, no employee or consultant of the Company or its
Subsidiaries has used any trade secrets or other confidential information of any
other Person in the course of his work for the Company or its Subsidiaries. No
patent, invention, device, principle or any statute, law, rule, regulation,
standard or code is pending or proposed which would restrict the Company's or
any Subsidiary's ability to use any of the Rights.
5.24 POTENTIAL CONFLICTS OF INTEREST. Except as set forth on SCHEDULE
5.24, no stockholder or other security holder of the Company or any of its
Subsidiaries holding 5% of the issued and outstanding shares of the Company or
such Subsidiary, as the case may be, or any officer or director of the Company
or any of its Subsidiaries: (a) owns, directly or indirectly, any interest in
(excepting less than 5% stock holdings for investment purposes in securities of
publicly held and traded companies), or is an officer, director, employee or
consultant of, any Person that is, or is engaged in business as, a competitor,
lessor, lessee, supplier, distributor, sales agent or customer of, or lender to
or borrower from, the Company or any of its Subsidiaries; (b) owns, directly or
indirectly, in whole or in part, any tangible or intangible property that the
Company or any of its Subsidiaries uses in the conduct of business; or (c) has
any cause of action or other claim whatsoever against, or owes or has advanced
any amount to, the Company or any of its Subsidiaries, except for claims in the
ordinary course of business such as for accrued vacation pay, accrued benefits
under employee benefit plans, and similar matters and agreements existing on the
date hereof.
5.25 TRADE RELATIONS. There exists no actual or, to the knowledge of the
Company, threatened termination, cancellation or limitation of, or any adverse
modification or change in, the business relationship of the Company, its
Subsidiaries or their business with any customer or any group of customers whose
purchases are individually or in the aggregate material to the business of the
Company or any such Subsidiary, or with any material supplier, and there exists
no present condition or state of facts or circumstances that would materially
adversely affect the Condition of the Company or prevent the Company or its
Subsidiaries from conducting their business after the consummation of the
transactions contemplated by this Agreement, in substantially the same manner in
which such business has heretofore been conducted.
5.26 OUTSTANDING BORROWINGS. SCHEDULE 5.26 lists (i) the amount of all
Outstanding Borrowings of the Company and its Subsidiaries (other than
Indebtedness under this
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Agreement) as of the Closing, (ii) the Liens that relate to such Outstanding
Borrowings and that encumber the assets of the Company and its Subsidiaries,
(iii) the name of each lender thereof, and (iv) the amount of any unfunded
commitments available to the Company or any Subsidiary in connection with any
Outstanding Borrowings.
5.27 MATERIAL CONTRACTS. Neither the Company nor any Subsidiary is a party
to any Contractual Obligation, or is subject to any charge, corporate
restriction, judgment, injunction, decree, or Requirement of Law, materially
adversely affecting the Condition of the Company. The Exhibit Index to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000
lists all contracts, agreements, commitments and other Contractual Obligations
of the Company and its Subsidiaries as of the Closing Date, whether written or
oral, other than (a) the Transaction Documents, (b) purchase orders in the
ordinary course of business, and (c) any other contracts, agreements,
commitments and other Contractual Obligations of the Company or any Subsidiary
that do not extend beyond one year and involve the receipt or payment of not
more than $5,000,000 (each, a "Material Contract"). Each of the contracts,
agreements, commitments and other Contractual Obligations of the Company and its
Subsidiaries required to be set forth on such Exhibit Index is in full force and
effect. The Company has satisfied in full or provided for all of its liabilities
and obligations under each Material Contract requiring performance prior to the
date hereof in all material respects, and is not in default under any of them,
nor, to the knowledge of the Company, does any condition exist that with notice
or lapse of time or both would constitute such a default. To the knowledge of
the Company, no other party to any such Material Contract is in default
thereunder, nor does any condition exist that with notice or lapse of time or
both would constitute such a default. Except for the consent required under the
Senior Credit Agreement, which consent has been obtained, no approval or consent
of any Person is needed for all of the Material Contracts to continue to be in
full force and effect, and all of the Company's rights under such Material
Contracts will be conveyed to the Purchasers, upon consummation of the
transactions contemplated by this Agreement.
5.28 INSURANCE. SCHEDULE 5.28 accurately summarizes all of the insurance
policies or programs of the Company and each Subsidiary in effect as of the date
hereof, and indicates the insurer's name, policy number, expiration date, amount
of coverage, type of coverage, annual premiums, exclusions and deductibles, and
also indicates any self-insurance program that is in effect. All such policies
are in full force and effect, are underwritten by financially sound and
reputable insurers, are sufficient for all applicable Requirements of Law and
otherwise are in compliance with the criteria set forth in Section 8.8 hereof.
All such policies will remain in full force and effect and will not in any way
be affected by, or terminate or lapse by reason of any of the transactions
contemplated hereby.
5.29 SOLVENCY. The Company and its Subsidiaries, taken as a whole, are
Solvent.
5.30 OTHER DOCUMENTS. The Company has delivered to the Purchasers true,
complete and correct copies of all agreements, schedules, exhibits,
certificates, financial information, filings and other documents relating to the
Company and its Subsidiaries, and all amendments and modifications thereto which
have been requested by the Purchasers. Such documents comprise a full and
complete copy of all agreements and understandings between the
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parties thereto with respect to the subject matter thereof and all transactions
related thereto, and there are no material agreements or understandings, oral or
written, or side agreements not contained therein that relate to or modify the
substance thereof. Each of such documents to which either the Company or any of
its Subsidiaries is a party has been duly authorized by all necessary corporate
action on the part of the Company or such Subsidiary party thereto, was validly
executed and delivered by such Person, and is the legal, valid and binding
obligation of such Person and such Person's successors, enforceable in
accordance with its terms. Each of such documents is in full force and effect,
and none of their provisions have been waived by any party thereto.
5.31 OPERATING COMPANY. The Company is "an entity that is primarily
engaged, directly or though a majority owned subsidiary or subsidiaries, in the
production or sale of a product or service other than the investment of capital"
within the meaning of the U.S. Department of Labor plan asset regulations, 29
C.F.R. Section 2510.3-101.
ARTICLE 6
REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS
----------------------------
Each Purchaser, severally but not jointly, hereby represents and warrants
as to itself as follows:
6.1 CORPORATE EXISTENCE AND POWER. Each Purchaser is a corporation or
partnership duly organized, validly existing, and if such Purchaser is a
corporation, in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate or partnership power and authority
to execute, deliver and perform its obligations under each Transaction Document
to which it is or will be a party.
6.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by it of this Agreement and each other Transaction Document to which
it is a party and the consummation of the Transactions contemplated hereby and
thereby: (a) is within its power and authority and has been duly authorized by
all necessary action; (b) does not and will not contravene the terms of its
organizational documents or any amendment thereof or Requirement of Law
applicable to such Purchaser; and (c) does not and will not violate, conflict
with or result in any breach or contravention of any of its Contractual
Obligations, or any order or decree directly relating to it.
6.3 BINDING EFFECT. This Agreement, and each of the Transaction Documents
to which it is a party has been duly executed and delivered by it and this
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability.
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6.4 NO LEGAL BAR. The execution, delivery and performance of this
Agreement and each of the Transaction Documents to which it is a party by it
will not violate any Requirement of Law applicable to it.
6.5 PURCHASE FOR OWN ACCOUNT. The Securities to be acquired by it pursuant
to this Agreement are being or will be acquired for its own account and with no
intention of distributing or reselling such securities or any part thereof in
any transaction that would be in violation of the securities laws of the United
States of America, or any state, without prejudice, however, to its right at all
times to sell or otherwise dispose of all or any part of the Notes or the
Warrants, under an effective registration statement under the Securities Act, or
under an exemption from such registration available under the Securities Act,
and subject, nevertheless, to the disposition of its property being at all times
within its control. If the Purchaser should in the future decide to dispose of
any of the Securities, the Purchaser understands and agrees that it may do so
only in compliance with the Securities Act and applicable state securities laws,
as then in effect. It agrees to the imprinting of a legend on certificates
representing all of the Securities to the following effect: "THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS."
6.6 LITIGATION. Except as set forth on SCHEDULE 6.6, there are no legal
actions, suits, proceedings, claims or disputes pending or, to the knowledge of
the Purchasers, threatened, at law, in equity, in arbitration or before any
Governmental Authority against or affecting the Purchasers or any of its
Subsidiaries (or, as applicable, to the Purchasers' knowledge, any of their
respective shareholders, directors, officers, employees or agents). No
injunction, writ, temporary restraining order, decree or any order of any nature
has been issued by any court or other Governmental Authority purporting to
enjoin or restrain the execution, delivery or performance of the Transaction
Documents.
6.7 ERISA. At least one of the following statements is an accurate
representation and warranty as to each source of funds ("SOURCE") to be used by
the Purchasers to pay the purchase price for the Securities to be purchased by
it:
(a) the Source is a general account of an insurance company, and the
amount of the reserves and liabilities for the general account contract(s) held
by or on behalf of any Benefit Plan (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance
Commissioners (the "NAIC ANNUAL STATEMENT")) together with the amount of the
reserves and liabilities for the general account contract(s) held by or on
behalf of any other Benefit Plans maintained by the same employer (or affiliate
thereof as defined in Department of Labor Prohibited Transaction Exemption
("PTE") 95-60) or by the same employee organization (as defined by the NAIC
Annual Statement) in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account
liabilities) plus surplus as set forth in the NAIC Annual Statement filed with
the state of domicile of the insurance company (for purposes of the percentage
limitation in this clause (a), the amount of reserves and liabilities for the
general account contract(s) held by or on
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behalf of a plan shall be determined before reduction for credits on account of
any reinsurance ceded on a coinsurance basis); or
(b) the Source is a separate account that is maintained solely in
connection with such Purchaser's fixed contractual obligations under which the
amounts payable, or credited, to any employee benefit plan (or its related
trust) that has any interest in such separate account or to any participant or
beneficiary of such plan (including any annuitant), are not affected in any
manner by the investment performance of the separate account; or
(c) the Source is either (i) an insurance company pooled separate
account, within the meaning of Prohibited Transaction Exemption ("PTE") 90-1
(issued January 29, 1990), or (ii) a bank collective investment fund, within the
meaning of the PTE 91-38 (issued July 12, 1991) and, except as the Purchaser has
disclosed to the Company in writing pursuant to this paragraph (ii), no employee
benefit plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated to such
pooled separate account or collective investment fund; or
(d) the Source constitutes assets of an "investment fund" (within the
meaning of Part V of the QPAM Exemption) managed by a "qualified professional
asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption),
no employee benefit plan's assets that are included in such investment fund,
when combined with the assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the meaning of
Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
are satisfied, neither the QPAM nor a person controlling or controlled by the
QPAM (applying the definition of "control" in Section V(e) of the QPAM
Exemption) owns a 5% or more interest in the Company and (I) the identity of
such QPAM and (II) the names of all employee benefit plans whose assets are
included in such investment fund have been disclosed to the Company in writing
pursuant to this paragraph (c); or
(e) the Source is a governmental plan; or
(f) the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans, each of
which has been identified to the Company in writing pursuant to this paragraph
(e); or
(g) the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA or Section 408 of the Code.
As used in this Section 6.7, the terms "employee benefit plan,"
"governmental plan," "party in interest" and "separate account" shall have the
respective meanings assigned to such terms in Section 3 of ERISA and "QPAM
Exemption" shall mean PTE 84-14.
6.8 BROKER'S, FINDER'S OR SIMILAR FEES. Except as set forth in Section 2.4
hereof, there are no brokerage commissions, finder's fees or similar fees or
commissions payable
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in connection with the transactions contemplated hereby based on any agreement,
arrangement or understanding with it or any action taken by it.
6.9 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENT. No approval, consent,
compliance, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person in respect of any
Requirement of Law or contractual obligation, and no lapse of a waiting period
under a Requirement of Law or contractual obligation, is necessary or required
in connection with the execution, delivery or performance by it or enforcement
against it of this Agreement, the Transaction Documents, or the transactions
contemplated hereby.
6.10 The Purchasers hereby agree to provide the Company with a schedule of
all trading activity in the Common Stock of the Company for the thirty (30) days
prior to the Closing Date as soon as reasonably practicable following the
Closing Date.
ARTICLE 7
INDEMNIFICATION
---------------
7.1 INDEMNIFICATION. In addition to all other sums due hereunder or
provided for in this Agreement, the Company agrees to indemnify and hold
harmless the Purchasers and their respective Affiliates and each of their
respective officers, directors, agents, employees, Subsidiaries, partners,
members, attorneys, accountants and controlling persons (each, an "INDEMNIFIED
PARTY") to the fullest extent permitted by law from and against any and all
losses, claims, damages, expenses (including, without limitation, reasonable
fees, disbursements and other charges of counsel and costs of investigation
incurred by an Indemnified Party in any action or proceeding between the Company
(or any of its Subsidiaries) and such Indemnified Party (or Indemnified Parties)
or between an Indemnified Party (or Indemnified Parties) and any third party or
otherwise) or other liabilities, losses, or diminution in value (collectively,
"LIABILITIES") resulting from or arising out of any breach of any representation
or warranty, covenant or agreement of the Company in this Agreement, the
Registration Rights Agreement, the Note, the Warrant, or the other Transaction
Documents, including without limitation, the failure to make payment when due of
amounts owing pursuant to this Agreement, the Note, or the other Transaction
Documents, on the due date thereof (whether at the scheduled maturity, by
acceleration or otherwise) or any legal, administrative or other actions
(including, without limitation, actions brought by any of the Purchasers, the
Company, any of its Subsidiaries or any holders of equity or indebtedness of the
Company or any of its Subsidiaries or derivative actions brought by any Person
claiming through or in the Company's or any Subsidiary's name), proceedings or
investigations (whether formal or informal), or written threats thereof, based
upon, relating to or arising out of the Transaction Documents, the transactions
contemplated thereby, or any Indemnified Party's role therein or in the
transactions contemplated thereby; PROVIDED, HOWEVER, that the Company shall not
be liable under this Section 7.01 to an Indemnified Party: (a) for any amount
paid by the Indemnified Party in settlement of claims by the Indemnified Party
without the Company's consent (which consent shall not be unreasonably
withheld), (b) to the extent that it is finally judicially determined that such
Liabilities resulted primarily from the willful misconduct or gross negligence
of such Indemnified Party or (c) to the
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<PAGE> 39
extent that it is finally judicially determined that such Liabilities resulted
primarily from the breach by such Indemnified Party of any representation,
warranty, covenant or other agreement of such Indemnified Party contained in
this Agreement; PROVIDED, FURTHER, that if and to the extent that such
indemnification is unenforceable for any reason, the Company shall make the
maximum contribution to the payment and satisfaction of such Liabilities which
shall be permissible under applicable laws. In connection with the obligation of
the Company to indemnify for expenses as set forth above, the Company further
agrees, upon presentation of appropriate invoices containing reasonable detail,
to reimburse each Indemnified Party for all such expenses (including, without
limitation, fees, disbursements and other charges of counsel and costs of
investigation incurred by an Indemnified Party in any action or proceeding
between the Company (or any of its Subsidiaries) and such Indemnified Party (or
Indemnified Parties) or between an Indemnified Party (or Indemnified Parties)
and any third party or otherwise) as they are incurred by such Indemnified
Party; PROVIDED, HOWEVER, that if an Indemnified Party is reimbursed hereunder
for any expenses, such reimbursement of expenses shall be refunded to the extent
it is finally judicially determined that the Liabilities in question resulted
primarily from (i) the willful misconduct or gross negligence of such
Indemnified Party or (ii) the breach by such Indemnified Party of any
representation, warranty, covenant or other agreement of such Indemnified Party
contained in this Agreement or any other Transaction Document.
7.2 PROCEDURE; NOTIFICATION. Each Indemnified Party under this Article 7
will, promptly after the receipt of notice of the commencement of any action,
investigation, claim or other proceeding against such Indemnified Party in
respect of which indemnity may be sought from the Company under this Article 7,
notify the Company in writing of the commencement thereof. The omission of any
Indemnified Party so to notify the Company of any such action shall not relieve
the Company from any liability which it may have to such Indemnified Party
unless, and only to the extent that, such omission results in the Company's
forfeiture of substantive rights or defenses. In case any such action, claim or
other proceeding shall be brought against any Indemnified Party and it shall
notify the Company of the commencement thereof, the Company shall be entitled to
assume the defense thereof at its own expense, with counsel satisfactory to such
Indemnified Party in its reasonable judgment; PROVIDED, HOWEVER, that any
Indemnified Party may, at its own expense, retain separate counsel to
participate in such defense. Notwithstanding the foregoing, in any action, claim
or proceeding in which the Company, on the one hand, and an Indemnified Party,
on the other hand, is, or is reasonably likely to become, a party, such
Indemnified Party shall have the right to employ separate counsel at the
Company's expense and to control its own defense of such action, claim or
proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a
conflict or potential conflict exists between the Company, on the one hand, and
such Indemnified Party, on the other hand, that would make such separate
representation advisable; PROVIDED, HOWEVER, that in no event shall the Company
be required to pay fees and expenses under this Article 7 for more than one firm
of attorneys in any jurisdiction in any one legal action or group of related
legal actions. The Company agrees that it will not, without the prior written
consent of the Purchasers, settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to
the matters contemplated hereby (if any Indemnified Party is a party thereto or
has been actually threatened to be made a party thereto) unless such settlement,
compromise or consent includes an unconditional release of the Purchasers and
each other Indemnified Party from all liability arising or that may arise out of
such claim, action or
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proceeding. The Company shall not be liable for any settlement of any claim,
action or proceeding effected against an Indemnified Party without its written
consent, which consent shall not be unreasonably withheld. The rights accorded
to Indemnified Parties hereunder shall be in addition to any rights that any
Indemnified Party may have at common law, by separate agreement or otherwise.
7.3 REGISTRATION RIGHTS AGREEMENT. Notwithstanding anything to the
contrary in this Article 7, the indemnification and contribution provisions of
the Registration Rights Agreement shall govern any claim made with respect to
registration statements filed pursuant thereto or sales made thereunder.
ARTICLE 8
AFFIRMATIVE COVENANTS
---------------------
Until the payment by the Company of all principal of and interest on the
Note and all other amounts due to Purchasers under this Agreement and the other
Transaction Documents, including, without limitation, all fees, expenses and
amounts due in respect of indemnity obligations under Article 7, the Company
hereby covenants and agrees with the Purchasers as follows:
8.1 FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company shall
maintain, and cause each of its Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in conformity with GAAP (it being
understood that monthly financial statements are not required to have footnote
disclosures). The Company shall deliver to the Purchasers each of the financial
statements and other reports described below:
(a) MONTHLY AND QUARTERLY FINANCIAL INFORMATION. As soon as available
and in any event within twenty-five (25) days after the end of each month
(including months that are also the last month of a fiscal quarter). The Company
shall deliver the monthly financial report prepared for internal management
review, substantially in the form of the report for July, 2000 delivered to
Purchasers. As soon as available and in any event within forty-five (45) days
after the end of each fiscal quarter (ninety (90) days with respect to fiscal
quarters that are also the last fiscal quarter of the fiscal year), the Company
shall deliver (i) the consolidated and consolidating balance sheets of the
Company and its Subsidiaries, as at the end of such quarter and the related
consolidated and consolidating statements of income and consolidated cash flow
for such quarter and for the period from the beginning of the then current
fiscal year of the Company to the end of such quarter and (ii) a schedule of the
outstanding Indebtedness for borrowed money of the Company and its Subsidiaries
describing in reasonable detail each such debt issue or loan outstanding and the
principal amount and amount of accrued and unpaid interest with respect to each
such debt issue or loan.
(b) YEAR-END FINANCIAL INFORMATION. As soon as available and in any
event within ninety (90) days after the end of the fiscal year of the Company,
the Company shall deliver (i) the consolidated and consolidating balance sheets
of the Company and its Subsidiaries
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as at the end of such year and the related consolidated and consolidating
statements of income and stockholders' equity and consolidated cash flow for
such fiscal year, (ii) a schedule of the outstanding Indebtedness for borrowed
money of the Company and its Subsidiaries describing in reasonable detail each
such debt issue or loan outstanding and the principal amount and amount of
accrued and unpaid interest with respect to each such debt issue or loan, and
(iii) a report with respect to the financial statements from Deloitte & Touche,
LLP or another "Big Five" firm of certified public accountants selected by the
Company and reasonably acceptable to the Purchasers, which report shall be
issued pursuant to an audit conducted by such firm of certified public
accountants in conformity with GAAP. Such report shall contain an "Unqualified"
opinion (as such term is defined in AU Section 508.10 of the American Institute
of Certified Public Accountants Professional Standards.
(c) COMPANY'S COMPLIANCE CERTIFICATE. Together with each delivery of
financial statements of the Company and its Subsidiaries pursuant to Sections
8.1(a) (with respect to quarterly financial statements only) and 8.1(b) above,
the Company shall deliver or cause to be delivered a fully and properly
completed compliance certificate (in substantially the form attached hereto as
EXHIBIT D (or in such other form or substance as shall be satisfactory to
Purchaser) and referred to as a "COMPLIANCE CERTIFICATE") signed by the chief
executive officer or chief financial officer of the Company together with a
report of the Company's firm of certified public accountants (with respect to
8.1(b) only) that it is not aware of any condition or event that constitutes a
default or Event of Default under any of the Transaction Documents.
(d) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof, the Company
shall deliver copies of all significant reports submitted by the Company's firm
of certified public accountants in connection with each annual, interim or
special audit or review of any type of the financial statements or related
internal control systems of the Company and its Subsidiaries made by such
accountants, including any comment letter submitted by such accountants to
management in connection with their services.
(e) MANAGEMENT REPORTS. Together with each delivery of financial
statements of the Company and its Subsidiaries pursuant to subsections 8.1(a)
and 8.1(b), the Company will deliver a management report (i) describing the
operations and financial condition of the Company and its Subsidiaries for the
period then ended and the portion of the current fiscal year then elapsed (or
for the fiscal year then ended in the case of year-end financials), (ii) setting
forth in comparative form the corresponding figures for the corresponding
periods of the previous fiscal year and the corresponding figures from the most
recent projections for the current fiscal year delivered pursuant to subsection
8.1(f) and (iii) discussing the reasons for any significant variations. The
information above shall be presented in reasonable detail and shall be certified
by the chief financial officer of the Company to the effect that such
information fairly presents the results of operations and financial condition of
the Company and its Subsidiaries as at the dates and for the periods indicated.
Notwithstanding the foregoing, in the case of month-end financials that are not
also quarter-end financials, no such management report shall be required except
to the extent otherwise prepared by the Company.
(f) PROJECTIONS. The Company shall continue to prepare a Tactical Plan
Summary for each fiscal year (or other document substantially the same as the
Tactical Plan Summary for the Fiscal Year 2001, dated April 12, 2000), and such
Tactical Plan Summary shall
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be provided to the Purchasers no later than forty-five (45) days after the
beginning of the fiscal year to which such document relates.
(g) SEC FILINGS AND PRESS RELEASES. Promptly upon their becoming
available, the Company shall deliver copies of (i) all SEC Reports of the
Company and each Subsidiary, (ii) all financial statements, reports, notices and
proxy statements sent or made available by the Company or any of its
Subsidiaries to their security holders, (iii) all regular and periodic reports
and all registration statements and prospectuses, if any, filed by the Company
or any of its Subsidiaries with any securities exchange or with the Commission
or any governmental or private regulatory authority, and (iv) all press releases
and other statements made available by the Company or any of its Subsidiaries to
the public concerning material developments in the business the Company or any
of its Subsidiaries.
(h) EVENTS OF DEFAULT, ETC. Promptly upon the Company obtaining
knowledge of any of the following events or conditions, the Company shall
deliver copies of all notices given or received by the Company or any of its
Subsidiaries with respect to any such event or condition and a certificate of
the Company's Chief Executive Officer specifying the nature and period of
existence of such event or condition and what action the Company has taken, is
taking and proposes to take with respect thereto: (i) any condition or event
that constitutes a breach of any provision of this Agreement or any other
Transaction Document; (ii) any notice that any Person has given to the Company
or any Subsidiary, or any other action, taken with respect to a claimed default
in any agreement evidencing Indebtedness or any other material agreement to
which the Company or any Subsidiary is a party; or (iii) any event or condition
that could reasonably be expected to result in any material adverse effect on
the Condition of the Company.
(i) LITIGATION. Promptly upon any officer of the Company obtaining
knowledge of (i) the institution of any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Company or any of its
Subsidiaries or any property of the Company or any of its Subsidiaries not
previously disclosed by the Company to the Purchasers or (ii) any material
development in any action, suit, proceeding, governmental investigation or
arbitration at any time pending against or affecting the Company or any of its
Subsidiaries or any property of the Company or any of its Subsidiaries, which,
in each case, the Company reasonably determines that such matter may, if
adversely determined, have a material adverse effect on the Condition of the
Company, the Company will promptly give notice and a description thereof to the
Purchasers and provide such other information as any Purchasers or its counsel
may reasonably request, PROVIDED, HOWEVER, that the Company shall not be
required to provide such description or other information if in the reasonable
opinion of the Company's counsel, such action would violate the attorney-client
or work product privileges existing with respect to such matter.
(j) SUBSIDIARIES. Not less than fifteen (15) days prior to creating a
Subsidiary or acquiring the stock of, or other equity interests in, a Person,
such that such Person will become a Subsidiary, the Company shall notify the
Purchasers of the Company's or any of its Subsidiary's intention to create such
Subsidiary or acquire such stock or equity interests, and following such notice
such Subsidiary will not be created or acquired until the Company has
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caused each Subsidiary to execute a joinder to this Agreement, and the other
Transaction Documents in form and substance reasonably satisfactory to the
Purchasers.
(k) SUPPLEMENTED SCHEDULES; NOTICE OF CORPORATE CHANGES. Annually,
concurrently with the delivery of the projections required by subsection 8.1(f),
the Company shall supplement in writing and deliver to the Purchasers revisions
of the Schedules annexed to this Agreement as if the representations and
warranties in this agreement were made as of such date to the extent necessary
to disclose new or changed facts or circumstances after the Closing Date which
could have a material adverse effect upon the Condition of the Company, to the
extent not otherwise disclosed to Purchasers pursuant to the provisions of this
Agreement; PROVIDED that subsequent disclosures shall not constitute a cure or
waiver of any Event of Default resulting from the matters disclosed. The Company
shall provide prompt written notice to the Purchasers of any material change
after the Closing Date in the authorized and issued capital stock or other
equity interests of the Company or any of its Subsidiaries or any other material
amendment to their charter, by-laws or other organizational documents, such
notice, in each case, to identify the applicable jurisdictions, capital
structures or amendments as applicable.
(l) NO DEFAULTS. The Company shall deliver to the Purchasers concurrently
with the delivery of the financial statements referred to in Section 8.1(b), a
certificate of the Company's Chief Financial Officer stating that to his or her
knowledge no Event of Default shall have occurred during the period covered
thereby, except as specified in such certificate.
(m) OTHER INFORMATION. With reasonable promptness, the Company shall
deliver such other information and data with respect to the Company or any of
its Subsidiaries as from time to time may be reasonably required by the
Purchasers.
(n) PUBLICLY AVAILABLE INFORMATION. Notwithstanding anything to the
contrary contained in subsection 8.1(a), 8.1(b), and 8.1(e), at such time, and
for so long as (and only for so long as), the Company is subject to the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the annual
and quarterly information and reports and the management reports required to be
delivered by the Company pursuant to subsections 8.1(a), 8.1(b) and 8.1(e)
hereof shall not be required to be provided by the Company to the Purchasers,
provided that the Company shall promptly provide to the Purchasers all
information and reports required to be delivered by the Company under the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, as in
effect on the date hereof.
8.2 PRESERVATION OF CORPORATE EXISTENCE. The Company shall, and shall
cause each of its Subsidiaries to:
(a) preserve and maintain in full force and effect its corporate (or,
as applicable, limited liability partnership or other entity) existence;
(b) conduct its business in accordance with sound business practices,
keep its properties in good working order and condition (normal wear and tear
excepted), and from time to time make all needed repairs to, renewals of or
replacements of its properties (except to
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the extent that any of such properties are obsolete or are being replaced) so
that the efficiency of its business operations shall be fully maintained and
preserved; and
(c) file or cause to be filed in a timely manner all reports,
applications, estimates and licenses that shall be required by each Governmental
Authority.
8.3 PAYMENT OF OBLIGATIONS. The Company shall, and shall cause each of its
Subsidiaries to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities including without limitation:
(a) all Tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary;
(b) all lawful claims which the Company and each of its Subsidiaries
is obligated to pay, which are due and which, if unpaid, might by law become a
Lien upon its property, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Company or such Subsidiary; and
(c) all payments of principal, interest and other amounts when due on
Indebtedness.
8.4 COMPLIANCE WITH LAWS. The Company shall comply, and shall cause each
of its Subsidiaries to comply, in all material respects with all Requirements of
Law and with the directions of each Governmental Authority having jurisdiction
over them or their business or property (including, without limitation, all
applicable Environmental Laws).
8.5 RESERVATION OF SHARES. The Company shall at all times reserve and keep
available out of its authorized capital stock, solely for the purpose of
issuance or delivery upon exercise of the Warrants, the maximum number of shares
of capital stock that may be issuable or deliverable upon such exercise or
conversion, as the case may be (the "EXERCISABLE SHARES"). The Exercisable
Shares shall, when issued or delivered in accordance with the Warrants, be duly
and validly issued, fully paid and non-assessable, and free and clear of all
Liens, liabilities and rights. The Company shall issue such capital stock in
accordance with the provisions of the Warrants, and shall otherwise comply, in
each case, with the terms thereof.
8.6 INSPECTION. The Company will permit, and will cause each of its
Subsidiaries to permit, representatives of each of the Purchasers to visit and
inspect any of their properties, to examine their corporate, financial and
operating records and make copies thereof or abstracts therefrom, and to discuss
their affairs, finances and accounts with their respective directors, officers
and independent public accountants, all at such reasonable times during normal
business hours and as often as may be reasonably requested, upon reasonable
advance notice and conducted in such a manner as to minimize disruption of
business to the Company and its Subsidiaries; PROVIDED, HOWEVER, that no such
inspection, examination or inquiry, the failure to conduct same, nor any
knowledge of any Purchaser, including, without limitation, any
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knowledge obtained by such Purchaser in connection with any such inspection,
investigation or inquiry, shall constitute a waiver of any rights such Purchaser
may have under any representation, warranty, covenant, term or agreement under
any of the Transaction Documents.
8.7 PAYMENT OF NOTE. The Company shall pay the principal of, interest on
and other amounts due in respect of, the Notes on the dates and in the manner
provided in the Notes and to the accounts set forth on EXHIBIT E hereto, unless
otherwise instructed by the holder of the particular Note.
8.8 INSURANCE. The Company and its Subsidiaries shall maintain or cause to
be maintained in good repair, working order and condition all material
properties used in their respective businesses and will make or cause to be made
all appropriate repairs, renewals and replacements thereof. The Company and its
Subsidiaries will maintain or cause to be maintained with financially sound and
reputable insurers public liability and property damage insurance with respect
to their respective businesses and properties against loss or damage of the
kinds customarily carried or maintained by companies of established reputation
engaged in similar businesses and in amounts acceptable to Purchasers and will
deliver evidence thereof to Purchasers.
8.9 BOOKS AND RECORDS. The Company shall, and shall cause each of its
Subsidiaries to, keep proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Company and each of its Subsidiaries in accordance with GAAP
consistently applied to the Company and its Subsidiaries taken as a whole.
8.10 USE OF PROCEEDS. The Company shall use the proceeds of the sale of
Securities hereunder only as follows: (i) for the payment of fees and expenses
in connection with the transactions contemplated hereunder and in the other
Transaction Documents, and (ii) for the repayment of the Bridge Notes as
contemplated in Section 3.16.
8.11 BOARD ATTENDANCE. The Company shall give WMF and Whitney and Albion
I, Albion II and Equitable notice of (in the same manner as notice is given to
directors), and permit one Person designated by WMF (or Whitney) (the "WHITNEY
DESIGNEE") and one person designated by Albion I, Albion II and Equitable (the
"ALBION/EQUITABLE DESIGNEE") to attend as observer, all meetings of the
Company's Board of Directors and all executive and other committee meetings of
the Board of Directors and shall provide to WMF and Whitney and Albion I, Albion
II and Equitable the same information concerning the Company, and access
thereto, provided to members of the Company's Board of Directors and such
committees. If, however, in connection with the consideration or deliberation by
the Company's Board of Directors of the commencement, prosecution or defense of
a claim against one or more of the Purchasers relating to the Transaction
Documents, the Company's Board of Directors conclude in good faith that, in the
exercise of their fiduciary duty to the Company and its shareholders, such
deliberation or consideration must occur without the presence of either or both
of the Whitney Designee and/or the Albion/Equitable Designee, the Company's
Board of Directors shall so advise such designees, who shall recuse themselves
from such portion of the meeting at
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which such consideration or deliberation occurs. Upon conclusion of such
consideration or deliberation, such designees shall be permitted to return to
the meeting. The reasonable travel expenses incurred by any Whitney Designee
(and the Albion/Equitable Designee) in attending any board or committee meetings
shall be reimbursed by the Company to the extent consistent with the Company's
then existing policy of reimbursing directors generally for such expenses.
Notwithstanding any other provision of this Agreement, (i) the rights granted
under this Section 8.11 to WMF and Whitney, and to Albion I, Albion II and
Equitable are personal to such parties and shall not be transferred to any
successor, holder, transferee or assignee of the Notes or Warrants, or the
Common Stock underlying such Warrants (ii) the right of WMF and Whitney to
appoint the Whitney designee shall terminate at such time as WMF, together with
its Affiliates, cease to hold Notes having an aggregate principal amount of
$12,500,000, exclusive of any optional prepayment of a portion of the WMF Note
pursuant to Section 4 thereof, and (iii) the right of Albion I, Albion II and
Equitable to appoint the Albion/Equitable Designee shall terminate at such time
as Albion I, Albion II and Equitable, together with their respective Affiliates,
cease to hold Notes having an aggregate principal amount of $12,500,000,
exclusive of any optional prepayment of a portion of the Albion/Equitable Notes
pursuant to Section 4 thereof.
ARTICLE 9
NEGATIVE COVENANTS
------------------
Until the payment by the Company of all principal of and interest on the
Notes and all other amounts due at the time of payment of such principal and
interest to the Purchasers under this Agreement and the other Transaction
Documents, including, without limitation, all fees, expenses and amounts due at
such time in respect of indemnity obligations under Article 7, the Company
hereby covenants and agrees with the Purchasers as follows:
9.1 FUNDAMENTAL CHANGES; CONSOLIDATIONS, MERGERS AND ACQUISITIONS.
(a) The Company shall not, and shall not permit any of its
Subsidiaries directly or indirectly to: (i) amend, modify or waive any material
term or provision of its Certificate of Incorporation, By-laws or other
organizational or governing agreements and documents, unless required by law;
(ii) enter into any transaction of merger or consolidation except for Approved
Acquisitions; (iii) liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution); or (iv) acquire by purchase or otherwise all or any
substantial part of the business or assets of any other Person, except for
Approved Acquisitions.
(b) The following transactions shall not be prohibited by Section
9.1(a):
(i) any Subsidiary of the Company may be merged or consolidated
with or into the Company (PROVIDED that the Company shall be the continuing or
surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor
(PROVIDED that the Wholly Owned Subsidiary Guarantor shall be the continuing or
surviving corporation);
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(ii) any Subsidiary of the Company may dispose of any or all of
its assets (upon voluntary liquidation or otherwise) to the Company or any
Wholly Owned Subsidiary Guarantor; or
(iii) any Subsidiary may liquidate or dissolve into the Company
or any Wholly Owned Subsidiary Guarantor if the Company determines in good faith
that such liquidation or dissolution is in the best interests of the Company;
PROVIDED, HOWEVER, that in each such case described in clauses (i) through (ii)
no Default or Event of Default, both before and after giving effect to such
transaction, shall have occurred and be continuing under any of the Transaction
Documents and no such transaction would (x) result in tax consequences that
could reasonably be expected to have a material adverse effect on the Condition
of the Company, (y) if all of the Subsidiaries of the Company were dissolved and
liquidated immediately following such transaction, result in the Company
receiving net assets having a value less than that of the net assets that would
have been received by the Company if such liquidation occurred immediately prior
to such transaction; or (z) materially disadvantage the Purchasers.
9.2 TRANSACTIONS WITH AFFILIATES. Except in the ordinary course of
business and consistent with past practices, the Company shall not, and shall
not permit any of its Subsidiaries to, (a) enter into any transaction or
agreement or other Contractual Obligation with, or make any payment (other than
pursuant to agreements existing on the date hereof or subsequently approved by
the Purchasers) to, any Affiliate, other than a Wholly Owned Subsidiary
Guarantor, (b) amend or terminate any existing agreement with any Affiliate,
other than a Wholly Owned Subsidiary Guarantor, (c) purchase from or provide to
an Affiliate, other than a Wholly Owned Subsidiary Guarantor, any selling,
general, management or administrative services, (d) directly or indirectly make
any sales to or purchases from an Affiliate, other than a Wholly Owned
Subsidiary Guarantor, or (e) increase the compensation being paid to an
Affiliate, other than a Wholly Owned Subsidiary Guarantor.
9.3 NO INCONSISTENT AGREEMENTS. None of the Company nor any of its
Subsidiaries shall enter into any Contractual Obligation or enter into any
amendment or other modification to any currently existing Contractual Obligation
of the Company, or any of their Subsidiaries, which by its terms restricts or
prohibits the ability of the Company to pay the principal of or interest on the
Notes or to fully satisfy all of the obligations under the Transaction Documents
of the Company or any of its Subsidiaries.
9.4 LIMITATION ON INDEBTEDNESS. The Company shall not, and shall not
cause, suffer or permit any of its Subsidiaries to, directly or indirectly,
collectively and in the aggregate, issue, assume or otherwise incur any
Indebtedness, other than:
(a) Indebtedness created under this Agreement;
(b) Senior Indebtedness, up to an aggregate outstanding principal
amount of $260,000,000, or other Indebtedness other than Capital Lease
Obligations, up to an aggregate outstanding principal amount of $2,000,000, in
either case inclusive of Indebtedness listed on SCHEDULE 5.26;
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(c) Non-current liabilities for post-employment healthcare and other
insurance benefits;
(d) Trade payables and accrued expenses, in each case arising in the
ordinary course of business;
(e) Indebtedness secured by a Lien permitted under Section 9.5;
(f) Indebtedness between and/or among the Company and any Wholly-Owned
Subsidiary Guarantors;
(g) Indebtedness between and/or among the Company and any Subsidiary
that is not a Wholly-Owned Subsidiary Guarantor (or among any Subsidiary that is
not a Wholly Owned Subsidiary Guarantor and any Wholly Owned Subsidiary
Guarantor), PROVIDED that the obligations of such Indebtedness shall:
(i) be subordinated in right of payment to all Indebtedness
under the Note and this Agreement from and after such time as any
portion of the Indebtedness under the Note and this Agreement shall
become due and payable (whether at stated maturity, by acceleration or
otherwise); and
(ii) have such other terms and provisions as the Purchasers
may reasonably require; and
(h) Refinancings, refundings or extensions of Senior Indebtedness,
PROVIDED, that any such refinancings, refundings or extensions shall not be
incurred from any Person other than a bank, savings and loan association,
insurance company, pension fund, mutual fund, commercial finance company or
institutional lender having total assets (together with its Affiliates) in
excess of $500,000,000 and shall not:
(i) exceed the principal amount permitted under Section
9.4(b) hereof;
(ii) shorten the maturity (or weighted average life to
maturity) of such Indebtedness or convert a revolving credit facility
into a facility which provides for the amortization of principal;
(iii) increase the interest rate applicable to such
Indebtedness;
(iv) upon the occurrence and during the continuance of an
Event of Default, cause any covenants or undertakings (whether
affirmative or negative) of the Company or its Subsidiaries in respect
of such Indebtedness to be more restrictive than such covenants or
undertakings had been prior to such refinancing, refunding or
extension;
(v) facilitate the exercise or enforcement of any remedies
of any obligee of such Indebtedness in respect of any default or event
of default thereunder;
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(vi) materially and adversely affect any obligations under
the Transaction Documents to Purchasers;
(vii) result in any amendments or modifications of any of
the subordination provisions applicable to such Indebtedness.
(i) Interest rate protection arrangements or hedging devices entered
into by the Company and its Subsidiaries required under the Senior Loan
Documents.
(j) Indebtedness incurred pursuant to an Approved Acquisition;
(k) Indebtedness in respect of taxes, assessments, governmental
charges or levies and claims for labor, materials and supplies to the extent
that payment therefore shall not at the time be required to be made in
accordance with the provisions of Section 8.3;
(l) Indebtedness in respect of judgments or awards that have been in
force for less than the applicable period for taking an appeal so long as
execution is not levied thereunder or in respect of which any of the Company or
any of its Subsidiaries shall at the time in good faith be prosecuting an appeal
or proceedings for review and in respect of which a stay of execution shall have
been obtained pending such appeal or review;
(m) Endorsements for collection, deposit or negotiation and warranties
of products or services, in each case incurred in the ordinary course of
business.
(n) Capital Lease Obligations not exceeding $8,000,000 in aggregate
amount at any time outstanding; or
(o) Indebtedness incurred in connection with (i) the acquisition after
the Closing Date of any real or personal property by any of the Borrowers or
their Subsidiaries, and (ii) the issuance by any of the Company or any of its
Subsidiaries of any industrial revenue bonds, industrial development bonds or
similar instruments, PROVIDED that the aggregate principal amount of
Indebtedness of the Company and its Subsidiaries incurred pursuant to this
clause (o) shall not exceed the aggregate amount of $10,000,000 at any one time.
9.5 LIMITATION ON LIENS. The Company, will not, and will not permit any of
its Subsidiaries, directly or indirectly, to create, incur, assume or permit to
exist any Lien on or with respect to any property or asset (including, without
limitation, any document or instrument with respect to goods or accounts
receivable) of the Company or its Subsidiaries, whether now owned or hereafter
acquired, or any income or profits therefrom, except Permitted Encumbrances.
"PERMITTED ENCUMBRANCES" means the following:
(a) Liens for Taxes, assessments or other governmental charges which
are not yet due and payable or which are being contested in good faith with a
reserve or other appropriate provision having been made therefor;
(b) Liens of landlords, carriers, warehousemen, mechanics, materialmen
and other similar liens imposed by law, which are incurred in the ordinary
course of business for sums not more than thirty (30) days delinquent or which
are being contested in good faith;
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PROVIDED that a reserve or other appropriate provision shall have been made
therefor and the aggregate amount of such Liens is less than $10,000,000;
(c) Liens (other than any Lien imposed under or in connection with
ERISA) incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety, stay, customs and appeal bonds, bids, leases, government contracts,
trade contracts, performance and return of money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money);
(d) Liens for purchase money obligations to acquire assets; PROVIDED
that:
(i) each such Lien attaches to such asset concurrently with
or within 10 days after acquisition thereof;
(ii) does not exceed the purchase price of such asset; and
(iii) the Indebtedness secured by all such Liens, shall not
exceed $4,000,000; and
(iv) each such Lien encumbers only the asset so purchased;
(e) Any attachment or judgment Lien not constituting an Event of
Default;
(f) Leases or subleases granted to others not interfering in any
material respect with the business of the Company or any of its Subsidiaries;
(g) Easements, rights of way, restrictions and other similar charges
or encumbrances not interfering in any material respect with the ordinary
conduct of the business of the Company or any of its Subsidiaries;
(h) Liens existing on the date hereof and renewals and extensions
thereof, which Liens are set forth on SCHEDULE 5.26 hereto; and
(i) Liens granted in favor of the Administrative Agent and Lenders
under the Senior Credit Documents.
9.6 DISPOSITIONS OF ASSETS. Except for items listed on SCHEDULE 9.6, the
Company will not, and will not permit any of its Subsidiaries, directly or
indirectly, to convey, sell (pursuant to a sale/leaseback or otherwise), lease,
sublease, transfer or otherwise dispose of, or grant any Person an option to
acquire, in one transaction or a series of transactions, any of its property,
business or assets, or the capital stock of or other equity interests in any of
its Subsidiaries, whether now owned or hereafter acquired, except for:
(a) Bona fide sales of inventory, including real estate acquired in
the ordinary course of business, to customers for fair value in the ordinary
course of business and dispositions of obsolete equipment not used or useful in
the business;
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(b) Asset Dispositions if all of the following conditions are met:
(i) the market value of assets sold or otherwise disposed of
(by the Company and its Subsidiaries taken as a whole) in any fiscal
year do not exceed $500,000;
(ii) the sale price received is at least equal to the fair
market value of such assets;
(iii) at least 75% of the consideration received is Cash;
(iv) after giving effect to the sale or other disposition of
the assets included within the Asset Disposition and the repayment of
Indebtedness with the proceeds thereof, the Company would be in
compliance on a pro forma basis with the covenants set forth in
Section 9.8 hereof recomputed for the most recently ended month for
which information is available and is in compliance with all other
terms and conditions of this Agreement; and
(v) no Event of Default then exists or shall result from
such sale or other disposition.
9.7 LIMITATIONS ON RESTRICTED PAYMENTS. The Company will not make, or
permit any of its Subsidiaries to make, any Restricted Payment, EXCEPT that, so
long as no default or Event of Default under the Notes has occurred and is
continuing or would result therefrom, the Company may declare and pay dividends
on or in respect of any shares of its capital stock in an aggregate amount not
to exceed $2,000,000 paid in any period of twelve (12) consecutive months.
9.8 FINANCIAL COVENANTS. The Company covenants and agrees that until
payment in full of all Indebtedness hereunder and under the Notes, the Company
shall comply with and shall cause each of its Subsidiaries to comply with all
covenants in this Section 9.8 applicable to such Person. Compliance with the
covenants in this Section 9.8 shall be determined on a consolidated basis in
accordance with GAAP consistently applied, unless explicitly stated otherwise.
(a) INTEREST COVERAGE. The Company shall not permit the ratio of
Consolidated EBITDA to Consolidated Total Interest Expense for the Company and
its Subsidiaries, on a consolidated basis, for any twelve (12) month period
ending on the last day of a fiscal quarter during any of the periods set forth
below to be less than the ratio set forth below for such period:
PERIOD RATIO
Closing Date to and including September 30, 2001 1.50:1.00
October 1, 2001 to and including September 30, 2002 1.75:1.00
October 1, 2002 to and including September 30, 2003 2.00:1.00
October 1, 2003 and thereafter 2.25:1.00
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(b) FIXED CHARGE COVERAGE. The Company shall not permit the ratio of
(i) Consolidated EBITDA for any twelve (12) month period ending on the last day
of a fiscal quarter during any of the periods set forth below, less Capital
Expenditures for such period, to (ii) the sum of Consolidated Total Interest
Expense for such period and the aggregate amount of payments of principal of any
Funded Indebtedness actually made or required to be made during such period, to
be less than the ratio set forth below for such period:
PERIOD RATIO
Closing Date to and including March 31, 2002 1.10:1.00
April 1, 2002 to and including June 30, 2003 1.15:1.00
July 1, 2003 and thereafter 1.30:1.00
(c) TOTAL LEVERAGE TEST. The Company shall not permit the ratio of
Funded Indebtedness as of the last day of any fiscal quarter during any of the
periods set forth below to Consolidated Adjusted EBITDA for the twelve (12)
month period ending on the last day of such fiscal quarter, with respect to the
Company and its Subsidiaries, on a consolidated basis, to be greater than the
ratio set forth below for such period:
PERIOD RATIO
Closing Date to and including June 30, 2001 5.35:1.00
July 1, 2001 to and including June 30, 2002 5.15:1.00
July 1, 2002 to and including March 31, 2003 5.00:1.00
April 1, 2003 to and including December 31, 2003 4.75:1.00
January 1, 2004 and thereafter 4.50: 1.00
(d) CAPITAL EXPENDITURES. The Company shall not permit aggregate
Capital Expenditures of the Company and its Subsidiaries in any fiscal year to
exceed the amounts set forth below for each corresponding period.
PERIOD AMOUNT
Fiscal Year ending March 31, 2001 $12,000,000
Fiscal Year ending March 31, 2002 $13,000,000
Fiscal Year ending March 31, 2003 and thereafter $15,000,000
(e) MINIMUM NET WORTH TEST. The Company and its Subsidiaries have a
Consolidated Net Worth on the date hereof of at least $100,000,000. The Company
will not permit Consolidated Net Worth at any time to be less than $100,000,000,
as such amount shall be increased at the end of each Fiscal quarter thereafter
(commencing with the fiscal quarter ending on or around September 30 2000) for
the Fiscal quarter thereafter, by the addition of 75% of Consolidated Net Income
earned after June 30, 2000.
9.9 EMPLOYEE BENEFIT PLANS. Except with respect to obligations in
existence as of the Closing Date, the Company shall not, and shall not permit
any of its Subsidiaries or any ERISA Affiliate, without the prior approval of
the Purchasers, (a) to establish or contribute to any employee benefit plan
(within the meaning of Section 3(3) of ERISA) or other employee
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benefit arrangement which (i) is subject to Title IV of ERISA or is otherwise a
Defined Benefit Plan, Multiemployer Plan or multiple employer plan (within the
meaning of Section 413(c) of the Code); or (ii) provides post-retirement welfare
benefits or "parachute payments" (within the meaning of Section 280G(b) of the
Code); or (b) to amend any Plan if the effect of such amendment would cause such
Plan to be a plan or arrangement described in clause (a)(i) hereof or to provide
any of the benefits described in clause (a)(ii) hereof.
9.10 LIMITATION ON BUSINESS OF THE COMPANY. Neither the Company nor any of
its Subsidiaries shall materially change the business of the Company or such
Subsidiaries from the Business.
9.11 INVESTMENTS. Except in the ordinary course of business and consistent
with past practices, the Company shall not, and shall not permit any of its
Subsidiaries, directly or indirectly, to make or own any Investment in any
Person except: (a) Investments in Cash Equivalents; provided that such Cash
Equivalents are not subject to setoff rights in favor of the issuing bank
arising from any existing banking relationship; (b) intercompany loans and
investments to the extent permitted under Section 9.2 or 9.4; (c) loans and
advances to employees for moving, entertainment, travel and other similar
expenses in the ordinary course of business not to exceed $250,000 in the
aggregate at any time outstanding; (d) Investments of less than $100,000,
provided that the aggregate of such Investments is less than $1,000,000; (e)
Investments in existence on the Closing Date; and (f) as provided on SCHEDULE
9.11.
9.12 CONTINGENT OBLIGATIONS. The Company shall not, nor shall it permit
any of their Subsidiaries directly or indirectly to create or become or be
liable with respect to any Contingent Obligation except those; (a) resulting
from endorsements of negotiable instruments for collection in the ordinary
course of business; (b) arising under this Agreement; (c) existing on the
Closing Date and as described in SCHEDULE 9.12 annexed hereto; (d) arising with
respect to customary indemnification and purchase price adjustment obligations
incurred in connection with any Asset Dispositions; (e) incurred in the ordinary
course of business with respect to surety and appeal bonds, performance and
return-of-money bonds and similar obligations not exceeding any time outstanding
$250,000 in aggregate liability; (f) incurred with respect to any Indebtedness
permitted pursuant to Section 9.04 hereof; and (g) not otherwise permitted by
clauses (a) through (f) above so long as any such Contingent Obligations, in the
aggregate at any time outstanding do not exceed $250,000.
9.13 MANAGEMENT FEES AND COMPENSATION. The Company shall not, nor shall it
permit any of its Subsidiaries, directly or indirectly, to pay any management,
consulting or similar fees to any Affiliate or to any director, officer or
employee of the Company or any of its Subsidiaries except (i) reasonable
director's fees and expenses, (ii) reasonable employee compensation (including
reasonable severance arrangements), (iii) agreements valued at no more than
$60,000 per year, per individual, and (iv) as set forth on SCHEDULE 9.13.
Notwithstanding the foregoing, no payments may be made with respect to any items
set forth on SCHEDULE 9.13 upon the incurrence and during the continuation of a
default or an Event of Default.
9.14 FISCAL YEAR. The Company and its Subsidiaries shall not change their
fiscal year without the prior consent of the Purchasers.
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9.15 PRESS RELEASE; PUBLIC OFFERING MATERIALS. Neither the Company nor any
of its Affiliates shall, nor shall the Company or any of its Affiliates permit
any of their respective Subsidiaries to disclose the name of any Purchaser or
any of its Affiliates in any press release or in any prospectus, proxy statement
or other materials filed with the governmental entity relating to a public
offering of the capital stock or other equity interest of the Company, any of
its Affiliates or any of their respective Subsidiaries without such Purchaser's
or such Affiliate's prior written consent which shall not be unreasonably
withheld or as required under any Requirement of Law of the rules of any Stock
Exchange.
9.16 SUBSIDIARIES. Except as permitted in Section 8.1(j), the Company
shall not, nor shall any of the Subsidiaries be permitted to, directly or
indirectly, establish, create or acquire any new Subsidiary.
9.17 NO NEGATIVE PLEDGES. Except pursuant to the existing agreements with
the creditors of the Senior Indebtedness, the Company will not, and will not
permit any of its Subsidiaries, directly or indirectly to enter into or assume
any agreement prohibiting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired.
9.18 NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO THE COMPANY. Except
pursuant to the existing agreements with the creditors of the Senior
Indebtedness and except as otherwise provided herein, the Company will not, and
will not permit any of its Subsidiaries, directly or indirectly to create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of the Company or any such
Subsidiary to: (a) pay dividends or make any other distribution on any of such
Subsidiary's capital stock (or equity interest) owned by the Company or any
Subsidiary; (b) subject to subordination provisions for the benefit of
Purchasers, pay any Indebtedness owed to the Company or any other Subsidiary;
(c) make loans or advances to the Company or any other Subsidiary; or (d)
transfer any of its property or assets to the Company or any other Subsidiary.
9.19 TAX ELECTION. The Company will not make any elections to treat the
Company as anything other than an association taxable as a corporation for U.S.
federal income tax purposes.
ARTICLE 10
PREPAYMENT
----------
10.1 OPTIONAL PREPAYMENT. Subject to Section 7 of the Notes and the
provisions of the Subordination Agreement, the Company may prepay outstanding
principal (together with accrued interest) on the Note in accordance with the
"Optional Prepayment" provisions set forth in Section 4 of the Notes.
10.2 MANDATORY PREPAYMENT. Subject to Section 7 of the Notes and the
provisions of the Subordination Agreement, the Company shall prepay outstanding
principal
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(together with accrued interest) on the Note in accordance with the "MANDATORY
PREPAYMENT" provisions set forth in Section 3 of the Notes.
ARTICLE 11
MISCELLANEOUS
-------------
11.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties made herein shall survive the execution and
delivery of this Agreement, any investigation by or on behalf of the Purchasers,
acceptance of the Securities and payment therefor, until such time as the Notes
have been paid in full and all other obligations under the Transaction Documents
have been satisfied in full.
11.2 NOTICES. All notices, demands and other communications provided for
or permitted hereunder shall be made in writing and shall be by registered or
certified first-class mail, return receipt requested, telecopier (with receipt
confirmed), courier service or personal delivery:
a. if to the Company:
TransTechnology Corporation
150 Allen Road
Liberty Corner, NJ 07938
Telecopier: (908) 903-9691
Attention: Mr. Joseph Spanier
with a copy to:
Hahn Loeser & Parks LLP
3300 BP Tower
200 Public Square
Cleveland, OH 44114
Telecopier: (216) 241-2824
Attention: F. Ronald O'Keefe, Esq.
b. if to WMF:
J. H. Whitney Mezzanine Fund, L.P.
177 Broad Street, 15th Floor
Stamford, Connecticut 06901
Telecopier No.: (203) 973-1422
Attention: Mr. David A. Scherl
Mr. Daniel J. O'Brien
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
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750 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 735-8704
Attention: Andrew M. Arsiotis, Esq.
Jack Levy, Esq.
c. if to Albion I:
Albion Alliance Mezzanine Fund I, L.P.
1345 Avenue of the Americas
New York, New York 10105
Telecopier No.: (212) 969-6659
Attention: James R. Wilson
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 735-8704
Attention: Andrew M. Arsiotis, Esq.
Jack Levy, Esq.
d. If to Albion II:
Albion Alliance Mezzanine Fund II, L.P.
1345 Avenue of the Americas
New York, New York 10105
Telecopier No.: (212) 969-6659
Attention: James R. Wilson
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 735-8704
Attention: Andrew M. Arsiotis, Esq.
Jack Levy, Esq.
e. if to Equitable:
The Equitable Life Assurance Society of the United States
c/o Albion Alliance
1345 Avenue of the Americas
New York, New York 10105
Telecopier No.: (212) 969-6659
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Attention: James R. Wilson
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 735-8704
Attention: Andrew M. Arsiotis, Esq.
Jack Levy, Esq.
f. if to Fleet:
Fleet Corporate Finance, Inc.
One Federal Street
Boston, MA 02110
Telecopier No.: (617) 434-4970
Attention: Bradley Stewart
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 735-8704
Attention: Andrew M. Arsiotis, Esq.
Jack Levy, Esq.
g. If to Citizens:
Citizens Capital, Inc.
28 State Street
Boston, MA 02109
Telecopier No.: (617) 725-5630
Attention: Randall L. Kutch
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 735-8704
Attention: Andrew M. Arsiotis, Esq.
Jack Levy, Esq.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; if mailed, five
Business Days after being deposited in the mail, postage prepaid; or if
telecopied, when receipt is acknowledged.
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11.3 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of the parties hereto.
Subject to applicable securities laws, the Purchasers may assign any of their
respective rights (except as provided in Section 8.11) under any of the
Transaction Documents to any Person and any holder of the Notes, the Warrants or
the Common Stock issuable upon exercise of the Warrants may assign, in whole or
in part, the Notes, or Warrants or the Common Stock issuable upon exercise of
the Warrants to any Person. The foregoing sentence notwithstanding, no Purchaser
shall assign any of its rights under any of the Transaction Documents or the
Common Stock issuable upon exercise of the Warrants to any competitor of the
Company without the prior written consent of the Company. No equity or debt fund
shall be deemed to be a competitor solely as a result of such fund having
invested in a competitor of the Company. The Company may not assign any of its
rights, or delegate any of their obligations, under this Agreement without the
prior written consent of the Purchasers, and any such purported assignment by
the Company without the written consent of the Purchasers shall be void and of
no effect. Except as provided in Article 7, no Person other than the parties
hereto and their successors and permitted assigns is intended to be a
beneficiary of any of the Transaction Documents.
11.4 AMENDMENT AND WAIVER.
(a) No failure or delay on the part of any of the parties hereto in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the parties
hereto at law, in equity or otherwise.
(b) No amendment, supplement or modification of or to any provision
in this Agreement or any of the Notes, or any waiver of any such provision or
consent to any departure by any party from the terms of any such provision may
be made orally.
(c) Any (i) amendment, supplement or modification hereto or to any of
the Notes, (ii) consent hereunder or under any of the Notes or (iii) waiver of
any provision (collectively, "MODIFICATION") of this Agreement or of any of the
Notes shall be effective as to all holders of the Notes if given pursuant to a
written agreement signed by the Company and the holders of at least a majority
of the principal amount of the Outstanding Notes which shall include at least
two holders of Notes which are not Affiliates (the "REQUISITE NOTEHOLDERS");
PROVIDED, HOWEVER, that no Modification with respect to this Agreement or any of
the Notes shall (1) decrease, forgive or change the amount of principal or
premium of such Notes, (2) extend the originally scheduled time of payment or
prepayment of the principal or premium of such Notes or the time of payment of
interest on such Notes, (3) reduce the rate of interest payable on such Notes,
(4) permit any further subordination of the principal or interest of such Notes
beyond that provided under the Senior Credit Documents, or (5) release any
Guarantor from any of its obligations under the Subsidiary Guaranty, without the
prior written consent of the holder of each Note. Any Modification with respect
to this Agreement or any of the Warrants shall be effective as to all holders of
Warrants if given pursuant to a written agreement signed by the Company and the
holders of Warrants exercisable into at least a majority of the shares of Common
Stock for which all of the Warrants are then exercisable in the aggregate, which
shall
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include at least two holders of the Warrants which are not Affiliates. No
Modification of any of the provisions of this Section 11 shall be effective
without the prior written consent of all of the parties hereto.
(d) Any amendment, supplement or modification of or to any provision
of this Agreement or any Note, any waiver of any provision of this Agreement or
any Note, and any consent to any departure by any party from the terms of any
provision of this Agreement or any Note made or given in conformity herewith,
shall (i) apply to all of the parties hereto and their successors and assigns
and (ii) be effective only in the specific instance and for the specific purpose
for which made or given. Except where notice is specifically required by this
Agreement, no notice to or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.
11.5 SIGNATURES; COUNTERPARTS. Telefacsimile transmissions of any executed
original document and/or retransmission of any executed telefacsimile
transmission shall be deemed to be the same as the delivery of an executed
original. At the request of any party hereto, the other parties hereto shall
confirm telefacsimile transmissions by executing duplicate original documents
and delivering the same to the requesting party or parties. This Agreement may
be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
11.6 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
11.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN
ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH
STATE.
11.8 DETERMINATIONS, REQUEST OR CONSENTS. Subject to the provisions of
Section 11.4, all determinations, requests, consents, waivers or amendments to
be made by the Purchasers in their respective opinions or judgments or with
their approval or otherwise pursuant to the Transaction Documents shall be made
(i) with respect to the Notes, by the holders of the Notes, and (ii) with
respect to the Warrants, by the holders of the Warrants.
11.9 JURISDICTION, JURY TRIAL WAIVER, ETC.
(a) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AGREES THAT ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
NOTES, THE WARRANTS OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY
SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES
THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH
COURTS ARE AN INCONVENIENT
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FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
ITS ADDRESS SET FORTH IN SECTION 11.02, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS
AFTER SUCH MAILING.
(b) EACH OF THE COMPANY AND ITS SUBSIDIARIES HEREBY WAIVES ITS RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, THE NOTES, THE WARRANTS OR ANY OF THE OTHER
TRANSACTION DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH OF THE COMPANY AND ITS
SUBSIDIARIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
PURCHASER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PURCHASER WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II)
ACKNOWLEDGES THAT THE PURCHASERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT,
AND THE OTHER TRANSACTION DOCUMENTS TO WHICH THEY ARE PARTY BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
11.10 SEVERABILITY. If any one or more of the provisions contained in this
Agreement, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions of this Agreement. The parties hereto
further agree to replace such invalid, illegal or unenforceable provision of
this Agreement with a valid, legal and enforceable provision that will achieve,
to the extent possible, the economic, business and other purposes of such
invalid, illegal or unenforceable provision.
11.11 RULES OF CONSTRUCTION. Unless the context otherwise requires, "or"
is not exclusive, and references to sections or subsections refer to sections or
subsections of this Agreement.
11.12 ENTIRE AGREEMENT. This Agreement, together with the exhibits and
schedules hereto and the other Transaction Documents, is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein. This Agreement, together with the exhibits and
schedules hereto, and the other Transaction Documents supersede all prior
agreements and understandings between the parties with respect to such subject
matter.
11.13 CERTAIN EXPENSES. The Company will pay all reasonable expenses of
the Purchasers (including, without limitation, fees, charges and disbursements
of counsel) in connection with any amendment, supplement, modification or waiver
of or to any provision of this Agreement or any of the other Transaction
Documents or any documents relating thereto
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(including, without limitation, a response to a request by the Company for the
Purchasers' consent to any action otherwise prohibited hereunder or thereunder),
or consent to any departure from, the terms of any provision of this Agreement
or such other documents.
11.14 PUBLICITY. Except as may be required by applicable law, none of the
parties hereto shall issue a publicity release or announcement or otherwise make
any public disclosure concerning this Agreement or the transactions contemplated
hereby, without prior approval by the other party hereto. If any announcement is
required by law to be made by any party hereto, prior to making such
announcement such party will deliver a draft of such announcement to the other
parties and shall give the other parties an opportunity to comment thereon.
Notwithstanding the foregoing, each Purchaser and its Affiliates may list the
Company's name and logo, and describe the Company's business in their marketing
materials and may post such information on their website.
11.15 FURTHER ASSURANCES. Each of the parties shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations, or other actions by, or giving any notices
to, or making any filings with, any Governmental Authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Agreement, including without limitation, any post-closing
assignment(s) by the Purchasers of a portion of the Securities to a Person not
currently a party hereto. In connection with any such post-closing assignment,
the Company shall enter into an intercreditor agreement with the Purchasers and
any subsequent holders of the Notes, on terms and conditions reasonably
satisfactory to all parties thereto.
11.16 OBLIGATIONS OF THE PURCHASERS. Each Purchaser's obligations and the
obligations of the Company hereunder are subject to the execution and delivery
of this Agreement by the other Purchasers. The obligations of each Purchaser
shall be several and not joint and no Purchaser shall be liable or responsible
for the acts or omissions of any other Purchaser.
11.17 NO STRICT CONSTRUCTION. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement and the other Transaction
Documents. In the event an ambiguity or question of intent or interpretation
arises under any provision of this Agreement or any Transaction Document, this
Agreement or such other Transaction Document shall be construed as if drafted
jointly by the parties thereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement or any other Transaction Document. No knowledge
of, or investigation, including without limitation, due diligence investigation,
conducted by, or on behalf of, any Purchaser shall limit, modify or affect the
representations set forth in Article 5 of this Agreement or the right of any
Purchaser to rely thereon.
11.18 CONFIDENTIALITY. Each of the Purchasers agrees, on behalf of itself
and each of its Affiliates, directors, officers, employees and representatives,
to use reasonable precautions to keep confidential, in accordance with its
customary procedures for handling confidential information of the same nature
and in accordance with safe and sound commercial practices, any non-public
information supplied to it by the Company or any of the Subsidiary Guarantors
pursuant to this Agreement that is identified by such Person as being
confidential at
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the time the same is delivered to such Purchaser, PROVIDED that nothing herein
shall limit the disclosure of such information (a) after such information shall
have become public other than through a violation of this Section 11.18, (b) to
the extent required pursuant to a subpoena, civil investigative demand (or
similar process), order, statute, rule or other legal requirement promulgated or
imposed by a court or by a judicial, regulatory, self-regulatory or legislative
body, organization, agency or committee or otherwise in connection with any
judicial or administrative proceeding (including, without limitation, in
response to oral questions, interrogatories or requests for information or
documents), (c) to counsel, auditors or accountants for any of the Purchasers,
(d) to any regulatory authority having jurisdiction over any of the Purchasers,
(e) to any other Purchaser, (f) in connection with any litigation to which any
one or more of the Purchasers is a party, or in connection with the enforcement
of rights or remedies hereunder or under any of the Transaction Documents, (g)
to a Subsidiary, Affiliate, partner, director, officer or employee of such
Purchaser provided, such parties agree to be bound by provisions substantially
similar to this Section 11.18, (h) to any assignee or participant (or
prospective assignee or participant) permitted pursuant to Section 11.3 so long
as such assignee or participant agrees to be bound by the provisions herein, or
(i) with the consent of the Company. Each of the Purchasers agrees that it will
not buy, sell trade or otherwise dispose of any Common Stock of the Company
during any period that the Company has instructed its directors, officers and
employees that any trading is prohibited, provided that such Purchaser has
received notice in the same manner as the directors, officers and employees of
the Company, and further that it will not buy, sell, trade or otherwise purchase
or dispose of any Common Stock of the Company during the ten (10) consecutive
Business Days prior to August 29, 2001. Each of the Purchasers agrees that it
will not cause, induce or recommend to any of its Affiliates to buy, sell, trade
or otherwise dispose of any Common Stock of the Company during any period that
the Company has instructed its directors, officers and employees that any
trading is prohibited, provided that such Purchaser has received notice in the
same manner as the directors, officers and employees of the Company, or to buy,
sell, trade or otherwise purchase or dispose of any Common Stock of the Company
during the ten (10) consecutive Business Days prior to August 29, 2001. Each of
the Purchasers further agrees that it will, in accordance with its customary
practices, place the Common Stock of the Company on its restricted list of
securities, if any, which directors, officers and employees of such Purchaser
are instructed not to purchase or sell. If WMF on the one hand, or Albion I,
Albion II and Equitable ("ALBION/EQUITABLE"), on the other hand, shall have
notified the Company that WMF or Albion/Equitable, as appropriate, waives its
right to (i) have a WMF Designee and/or an Albion/Equitable Designee and under
Section 8.11 and (ii) access to the information provided to such designee
thereunder and to the Purchasers under Section 8.1, then the three preceding
sentences of this Section 11.18 shall cease to apply to WMF and/or
Albion/Equitable, as appropriate, for a period beginning on the date that is
fifteen (15) days following delivery of such notice to the Company until a date
on which WMF and/or Albion/Equitable, as appropriate, notifies the Company that
it has completed any contemplated transaction in the Company's Common Stock and
reinstates its rights under Section 8.1 and 8.11 (the "WAIVER PERIOD");
provided, however, that the contemplated restrictions on trading described above
during the ten (10) consecutive Business Days prior to August 29, 2001 shall
remain in effect during the Waiver Period.
11.19 PRIOR NOTIFICATION. Unless specifically prohibited by applicable law
or court order, each of the Purchasers shall, prior to disclosure thereof,
notify the Company of any
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request for disclosure of any such non-public information by any governmental
agency or representative thereof (other than any such request in connection with
an examination of the financial condition of such Purchaser by such governmental
agency) or pursuant to legal process, and shall consult with the Company on the
advisability of taking legally available steps to resist or narrow any such
request. In the event that such steps are not available or effective, or are
deemed inadvisable by counsel to such Purchaser, as the case may be, or in the
event that the Company waives compliance with the provisions of this Section
11.19, such Purchaser, and/or its respective representatives, as the case may
be, may disclose to any tribunal only the portion of such non-public information
which it is advised by counsel is legally required to be disclosed, and shall
exercise reasonable efforts to obtain assurances that confidential treatment
will be accorded such non-public information. Such Purchaser shall be entitled
to reimbursement from the Company for expense incurred by it or any Affiliated
Person, including the fees and expense of counsel, in connection with any action
taken pursuant to this Section 11.19.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
60
<PAGE> 64
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers hereunto duly authorized as
of the date first above written.
TRANSTECHNOLOGY CORPORATION
By: /s/ Michael J. Berthelot
-------------------------------
Name: Michael J. Berthelot
Title: President
J. H. WHITNEY MEZZANINE FUND, L.P.
By: Whitney GP, L.L.C.
By: /s/ Joseph D. Carrabino, Jr.
-------------------------------
Name: Joseph D. Carrabino, Jr.
A Managing Member
ALBION ALLIANCE MEZZANINE FUND I, L.P.
By: Albion Alliance, LLC
Its General Partner
By: /s/ James R. Wilson
------------------------------
James R. Wilson
Title: Senior Vice President
ALBION ALLIANCE MEZZANINE FUND II, L.P.
By: AA MEZZ II GP,
Its General Partner
By: Albion Alliance, LLC
Its Sole Member
61
<PAGE> 65
By: /s/ James R. Wilson
--------------------------------
James R. Wilson
Title: Senior Vice President
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ James R. Wilson
--------------------------------
James R. Wilson
Title: Investment Officer
FLEET CORPORATE FINANCE, INC.
By: /s/ Michael Browne
-------------------------------
Michael Browne
Managing Director
CITIZENS CAPITAL, INC.
By: /s/ Randall Kutch
-------------------------------
Name: Randall Kutch
Title: Director
[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]
62
<PAGE> 66
Exhibit A
SENIOR SUBORDINATED PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND SUCH LAWS
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE
SUBORDINATE TO THE SENIOR DEBT AS DEFINED IN, AND IN THE
MANNER AND TO THE EXTENT SET FORTH IN, AN INTERCREDITOR AND
SUBORDINATION AGREEMENTS DATED AS OF AUGUST ____, 2000 AMONG
THE BORROWER, THE PURCHASERS AND FLEET NATIONAL BANK, AS
ADMINISTRATIVE AGENT, AND EACH HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH
INTERCREDITOR AND SUBORDINATION AGREEMENT.
THE SUBORDINATED INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT
RANKS PARI PASSU WITH CERTAIN OTHER SUBORDINATED INDEBTEDNESS
OF THE MAKER AND IS OTHERWISE SUBJECT TO CERTAIN OTHER
RESTRICTIONS SET FORTH IN THAT CERTAIN SUBORDINATED
INDEBTEDNESS INTERCREDITOR AGREEMENT, DATED AS OF AUGUST 29,
2000, BY AND AMONG THE MAKER HEREOF, THE PAYEE NAMED HEREIN,
CERTAIN OTHER HOLDER(S) OF INDEBTEDNESS OF THE MAKER AND THE
GUARANTORS OF SUCH INDEBTEDNESS, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
TRANSTECHNOLOGY CORPORATION
16% SENIOR SUBORDINATED PROMISSORY NOTE
DUE AUGUST 29, 2005
$[__________] New York, New York
August 29, 2000
<PAGE> 67
FOR VALUE RECEIVED, the undersigned, TransTechnology Corporation, a
Delaware corporation (the "BORROWER"), hereby promise to pay to the order of
[__________________] ("______"), [______________], or its registered assigns
(the "HOLDER"), the principal sum of [_______________] DOLLARS ($[____________])
on August 29, 2005, (the "MATURITY DATE"), with interest thereon from time to
time as provided herein.
1. PURCHASE AGREEMENT. This Senior Subordinated Promissory Note (the
"NOTE") is issued by the Borrower, on the date hereof, pursuant to the
Securities Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August 29,
2000 by and between the Borrower, J.H. Whitney Mezzanine Fund L.P., Albion
Alliance Mezzanine Fund I, L.P., Albion Alliance Mezzanine Fund II, L.P., The
Equitable Life Assurance Society of the United States, Fleet Corporate Finance,
Inc., and Citizens Capital Incorporated (collectively, the "Purchasers"), and is
subject to the terms thereof. This Note, together with all other promissory
notes issued under the Purchase Agreement, and all promissory notes issued
pursuant to paragraph 2(b) and paragraph 12 hereof or thereof are hereinafter
referred to as the "NOTES." The Holder is entitled to the benefits of this Note
and the Purchase Agreement, as it relates to the Note, and may enforce the
agreements of the Borrower contained herein and therein and exercise the
remedies provided for hereby and thereby or otherwise available in respect
hereto and thereto. Capitalized terms used herein without definition are used
herein with the meanings ascribed to such terms in the Purchase Agreement.
2. INTEREST. The Borrower promises to pay interest ("INTEREST") on the
principal amount of this Note at the rate of 16% per annum (the "INTEREST
RATE"). Interest on this Note shall accrue from and including the date of
issuance through and until repayment of the principal amount of this Note and
payment of all Interest in full, and shall be computed on the basis of a 360-day
year of twelve 30-day months. Interest shall be paid as follows:
(a) BASIC INTEREST. The Borrower shall pay interest (the "BASIC
INTEREST") on the principal amount of this Note at the rate of 13% per annum
(the "BASIC INTEREST RATE"), quarterly on each March 31, June 30, September 30
and December 31 of each year or, if any such date shall not be a Business Day,
on the next succeeding Business Day to occur after such date (each date upon
which interest shall be so payable, an "INTEREST PAYMENT DATE"), beginning on
September 30, 2000, by wire transfer of immediately available funds to an
account at a bank designated in writing by the Holder. In the absence of any
such written designation, any such Interest payment shall be deemed made on the
date a check in the applicable amount payable to the order of Holder is received
by the Holder at its last address as reflected in Borrower's note registers; if
no such address appears, then to such Holder in care of the last address in such
note register of any predecessor holder of this Note (or its predecessor).
(b) PIK INTEREST. The Borrower shall pay interest ("PIK INTEREST") on
the principal amount of this Note at a rate of 3% per annum (the "PIK INTEREST
RATE"), by delivery to the Holder, by a date no later than each Interest Payment
Date, of an additional promissory note (each, a "PIK NOTE") having an aggregate
principal amount equal to the accrued but unpaid PIK Interest on this Note (and
the amount of accrued but unpaid PIK Interest on any previously delivered PIK
Notes) and otherwise having substantially identical terms to this Note
(including, without limitation, with respect to the Interest Rate). Interest on
each PIK Note shall accrue at the Interest Rate from the
2
<PAGE> 68
Interest Payment Date in respect of which such additional PIK Note was issued
until repayment of the principal and payment of all accrued interest in full. If
for any reason one or more PIK Notes shall not be delivered in accordance
herewith, Interest shall accrue on this Note such that the aggregate Interest
due and payable on the Maturity Date and on each Interest Payment Date would be
the same as if all PIK Notes not issued had been issued, and the principal
payable on the Maturity Date with respect to this Note shall be an amount equal
to the sum of the principal outstanding hereunder and the aggregate principal
which would be outstanding if the PIK Notes not issued had been issued.
Notwithstanding the foregoing, at the option of the Borrower, Interest payable
under this Section 2(b) shall be payable in cash on any one or more Interest
Payment Dates. For purposes of this Note, the term "PIK Interest" shall be
deemed to include payments of Interest in cash at the PIK Interest Rate with
respect to such times, if any, that the Borrower shall choose such cash option.
(c) DEFAULT RATE OF INTEREST. Notwithstanding the foregoing provisions
of this Section 2, but subject to applicable law, any overdue principal of and
overdue Interest on this Note shall bear interest, payable on demand in
immediately available funds, for each day from the date payment thereof was due
to the date of actual payment, at a rate equal to the sum of (i) the Interest
Rate and (ii) an additional 2% per annum, and, upon and during the occurrence of
an Event of Default (as hereinafter defined), this Note shall bear interest,
from the date of the occurrence of such Event of Default until such Event of
Default is cured or waived, payable on demand in immediately available funds, at
a rate equal to the sum of (i) the Interest Rate and (ii) an additional 2% per
annum. Subject to applicable law, any interest that shall accrue on overdue
Interest on this Note as provided in the preceding sentence and shall not have
been paid in full on or before the next Interest Payment Date to occur after the
date on which the overdue interest became due and payable shall itself be deemed
to be overdue Interest on this Note to which the preceding sentence shall apply.
The term "Interest" shall mean and include all additional interest payable
pursuant to this Section 2(c).
(d) CALCULATION OF INTEREST. Basic Interest shall be computed at all
times without regard to PIK Interest or the PIK Interest Rate. PIK Interest
shall be computed at all times without regard to Basic Interest or the Basic
Interest Rate.
(e) NO USURIOUS INTEREST. In the event that any interest rate(s)
provided for in this Section 2 shall be determined to be unlawful, such interest
rate(s) shall be computed at the highest rate permitted by applicable law. Any
payment by the Borrower of any Interest amount in excess of that permitted by
law shall be considered a mistake, with the excess being applied to the
principal amount of this Note without prepayment premium or penalty; if no such
principal amount is outstanding, such excess shall be returned to Borrower.
3. MANDATORY PREPAYMENT/REDEMPTION.
(a) PUBLIC OFFERINGS. Subject to the subordination provisions of
Section 7 hereof and the right of the Senior Creditors to receive payment, upon
the consummation of a Public Offering (as hereinafter defined), the Borrower
shall, at the election of the Holder, prepay the outstanding principal amount of
this Note in accordance with the redemption prices (the "MANDATORY REDEMPTION
PRICES") set forth below (expressed as a percentage of the outstanding principal
amount of this Note), together with Interest accrued thereon through the date of
such prepayment to the
3
<PAGE> 69
extent of the net cash proceeds of such Public Offering after payment of the
Senior Creditors, or, if the Senior Creditors have waived prepayment, to the
extent of the net cash proceeds of such Public Offering. If the consummation of
a Public Offering shall occur during the consecutive 12-month period immediately
preceding August 29 of the calendar year set forth below, the Mandatory
Redemption Price shall be determined based upon the percentage of the
outstanding principal amount of this Note which corresponds to the period in
question, as provided below.
Period Mandatory Redemption Price
------ --------------------------
2001 109%
2002 109%
2003 105%
2004 103%
2005 101%
Borrower shall pay the Mandatory Redemption Price, together with Interest
accrued thereon, within 5 Business Days after receipt by any of the Borrower or
any of its Subsidiaries of the proceeds of such Public Offering. For the
purposes hereof, "PUBLIC OFFERING" means the sale by any of the Borrower, or any
of its Subsidiaries of its capital stock pursuant to a registration statement on
Form S-1 or otherwise under the Securities Act in which the issuer receives any
Net Cash Proceeds. For the purposes hereof, "NET CASH PROCEEDS" means (x) the
cash proceeds in respect of an Public Offering minus (y) reasonable brokerage
commissions or underwriting fees and other reasonable fees and expenses
(including, without limitation, reasonable fees, charges and disbursements of
counsel and reasonable fees and expenses of investment bankers) relating to such
Public Offering.
(b) LIQUIDITY EVENT. Subject to the subordination provisions of Section
7 hereof, upon the occurrence of a Liquidity Event (as hereinafter defined), the
Borrower shall, at the election of the Holder, prepay the outstanding principal
amount of this Note in accordance with the Mandatory Redemption Prices set forth
above in Section 3(a), together with interest accrued thereon through the date
of such prepayment If the occurrence of a Liquidity Event shall occur during the
consecutive 12-month period immediately preceding August 29 of the calendar year
set forth above in Section 3(a), the Mandatory Redemption Price shall be
determined based upon the percentage of the outstanding principal amount of this
Note which corresponds to the period in question.
(c) Borrower shall pay the Mandatory Redemption Price, together with
interest accrued thereon, within 5 Business Days after the occurrence of a
Liquidity Event. For the purposes hereof, "Liquidity Event" means (i) any
transaction or related series of transactions pursuant to a single plan of
action, in which any Person or group, other than the Purchaser or any of its
affiliates becomes the beneficial owner of 50% or more of the then outstanding
capital stock of any of the Borrower or of any of its Subsidiaries, the revenues
of which, individually or in the aggregate, are equal to or in excess of 25% of
the EBITDA of the Borrower and its Subsidiaries, taken as a whole, (ii) the sale
or other disposition of all or substantially all of the assets of any of the
Borrower or of one or more of its Subsidiaries the revenues of which,
individually or in the aggregate, are equal to or in excess of 25% of the EBITDA
of the Borrower and its Subsidiaries, taken as a whole, (iii) the liquidation,
dissolution or winding up of any of the Borrower or of one or more of its
Subsidiaries the revenues of which, individually or in the aggregate, are equal
to or in excess of 25% of the EBITDA of the
4
<PAGE> 70
Borrower and its Subsidiaries, taken as a whole, or (iv) the combination of the
Borrower or of any of its Subsidiaries, the revenues of which, individually or
in the aggregate, are equal to or in excess of 25% of the EBITDA of the Borrower
and its Subsidiaries, taken as a whole, with another entity, as a result of
which (A) any Person or group, other than the Purchaser or any of its affiliates
becomes the beneficial owner of 50% or more of the then outstanding capital
stock of the combined entity or (B) the directors of such Borrower constitute
less than a majority of the Board of Directors of the combined equity.
(d) NOTICE. The Borrower shall give written notice to the Holder of any
mandatory prepayment pursuant to this Section 3 at least five (5) Business Days
prior to the date of such prepayment. Such notice shall be given in the manner
specified in Section 11.02 of the Purchase Agreement.
(e) PIK NOTES NOT DELIVERED. If for any reason one or more PIK Notes
shall not be delivered in accordance with Section 2(b) of this Note, the
principal amount of this Note for purposes of calculating the Mandatory
Redemption Price shall be deemed to be the principal of this Note plus the
principal of all PIK Notes not so delivered, provided, however, that the
Mandatory Redemption Price payable with respect to this Note and all PIK Notes
actually delivered pursuant hereto in the aggregate shall not exceed the
Mandatory Redemption Price which would have been payable if all PIK Notes
required to be delivered in accordance with Section 2(b) of this Note had
actually been delivered.
4. OPTIONAL PREPAYMENT/REDEMPTION.
(a) Subject to the Subordination provisions of Section 7 hereof, upon
notice given to the Holder as provided in Section 4(b), the Borrower, at its
option, may prepay all or any portion of the principal amount of this Note at
any time after August 29, 2001, by paying to the Holder an amount equal to the
redemption prices (the "OPTIONAL REDEMPTION PRICES") set forth below (expressed
as a percentage of the outstanding principal amount being prepaid, from time to
time) together with Interest accrued and unpaid thereon to the date fixed for
such prepayment, and reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable fees, charges and disbursements of counsel), if
any, associated with such prepayment; provided, however, each prepayment of less
than the full outstanding balance of the principal amount of this Note shall be
in an aggregate principal amount of this Note of $5,000,000 or integral
multiples of $1,000,000 in excess thereof, and provided, further, that unless
this Note and all Notes shall be paid in full, the aggregate principal balance
of the Notes outstanding at any time shall be at least $4,000,000. If such
prepayment is to be made by the Borrower to the Holder during the consecutive
12-month period immediately preceding August 29, of the calendar year set forth
below, the Optional Redemption Price shall be determined based upon the
percentage of the outstanding principal amount of this Note and which
corresponds to period in question:
Period Optional Redemption Price
------ -------------------------
2002 109%
2003 105%
5
<PAGE> 71
2004 103%
2005 101%
(b) The Borrower shall give written notice of prepayment of this Note,
or any portion thereof, pursuant to this Section 4 not less than 5 nor more than
60 days prior to the date fixed for such prepayment. Such notice of prepayment
pursuant to this Section 4 shall be given in the manner specified in Section
11.2 of the Purchase Agreement. Upon notice of prepayment pursuant to this
Section 4 being given by the Borrower, the Borrower covenants and agrees that it
will prepay, on the date therein fixed for prepayment, this Note or the portion
hereof so called for prepayment, at the applicable Optional Redemption Price set
forth above with respect to the outstanding principal amount of this Note or the
portion thereof so called for prepayment, together with Interest accrued and
unpaid thereon to the date fixed for such prepayment, and the costs and expenses
referred to in Section 4(a).
(c) All optional prepayments under this Section 4 shall include payment
of accrued Interest on the principal amount of this Note so prepaid and shall be
applied first to all costs, expenses and indemnities payable under the Purchase
Agreement, then to payment of default interest, if any, then to payment of the
Basic Interest, then to payment of the PIK Interest, and thereafter to
principal.
(d) If for any reason one or more PIK Notes shall not be delivered in
accordance with Section 2(b) of this Note, the principal amount of this Note for
purposes of calculating the Optional Redemption Price shall be deemed to be the
principal of this Note plus the principal of all PIK Notes not so delivered,
provided, however, that the Optional Redemption Price payable with respect to
this Note and all PIK Notes actually delivered pursuant hereto in the aggregate
shall not exceed the Optional Redemption Price which would have been payable if
all PIK Notes required to be delivered in accordance with Section 2(b) of this
Note had actually been delivered.
5. AMENDMENT. Amendments and modifications of this Note may be made
only in the manner provided in Section 11.4 of the Purchase Agreement.
6. DEFAULTS AND REMEDIES.
(a) EVENTS OF DEFAULT. An "EVENT OF DEFAULT" shall occur if:
(i) the Borrower shall default in the payment of the principal of this
Note, when and as the same shall become due and payable, whether at maturity or
at a date fixed for prepayment or by acceleration or otherwise; or
(ii) the Borrower shall default in the payment of any installment of
Basic Interest according to its terms, when and as the same shall become due and
payable and such default shall continue for a period of 5 days or Borrower shall
fail to deliver any PIK Note, or an appropriate amount of cash in lieu thereof
pursuant to Section 2(b), when and as the same shall become
6
<PAGE> 72
deliverable or payable, as the case may be, and such failure shall continue for
a period of 5 days after request for the delivery or payment thereof, as the
case may be, by the Holder; or
(iii) the Borrower shall default in the due observance or performance
of any covenant to be observed or performed pursuant to Sections 8.1, 8.2(a),
8.3, 8.8, 8.10, 8.11 or Article 9 of the Purchase Agreement; provided, however,
that a default under Article 9 which does not or is not likely to have a
material adverse effect on the Borrower, and all of its Subsidiaries, taken as a
whole shall become an Event of Default only if such default shall continue for a
period of 20 days; or
(iv) the Borrower, or any of its Subsidiaries shall default in the due
observance or performance of any other covenant, condition or agreement on the
part of the Borrower any of its Subsidiaries to be observed or performed
pursuant to the terms hereof or pursuant to the terms of the Purchase Agreement
or any of the Transaction Documents (other than those referred to in clauses
(i), (ii) or (iii) of this Section 6(a)), and such default shall continue for 15
days after the earliest of (A) the date the Borrower is required pursuant to the
Transaction Documents or otherwise to give notice thereof to the Holder (whether
or not such notice is actually given) or (B) the date of written notice thereof,
specifying such default and, if such default is capable of being remedied,
requesting that the same be remedied, shall have been given to the Borrower by
the Holder; or
(v) any representation, warranty or certification made by or on behalf
of the Borrower or any of its Subsidiaries in the Purchase Agreement, this Note,
the Transaction Documents or in any certificate or other document delivered
pursuant hereto or thereto shall have been incorrect when made or deemed to be
made or repeated; or
(vi) any event or condition shall occur that results in (A) the
acceleration of the maturity of any Indebtedness of any of the Borrower or any
of its Subsidiaries, or (B) a default of any Indebtedness of the Borrower or any
of its Subsidiaries, which continues beyond any applicable period of cure and
which would permit the holder to accelerate (automatically or upon notice and
declaration) such Indebtedness, in either case in a principal amount aggregating
$250,000 or more (except for capital leases, for which the threshold shall be
$1,000,000); or
(vii) any uninsured damage to or property casualty loss, theft or
destruction of any assets of the Borrower or any of its Subsidiaries shall occur
that is in excess of $2,500,000; or
(viii) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (a) relief
in respect of the Borrower, or any of its Subsidiaries, or of a substantial part
of its property or assets, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law, (b) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any of its Subsidiaries, or for a substantial part of its property
or assets, or (c) the winding up or liquidation of the Borrower or any of its
Subsidiaries, and such proceeding or petition shall continue undismissed for 60
days, or an order or decree approving or ordering any of the foregoing shall be
entered; or
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<PAGE> 73
(ix) any of the Borrower or any of its Subsidiaries shall (a)
voluntarily commence any proceeding or file any petition seeking relief under
Title 11 of the United States Code, as now constituted or hereafter amended, or
any other Federal or state bankruptcy, insolvency, receivership or similar law,
(b) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
paragraph (viii) of this Section 6(a), (c) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any of the Borrower or any of its Subsidiaries, or for a
substantial part of its property or assets, (d) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (e)
make a general assignment for the benefit of creditors, (f) become unable, admit
in writing its inability or fail generally to pay its debts as they become due
or (g) take any action for the purpose of effecting any of the foregoing; or
(x) one or more judgments for the payment of money in an aggregate
amount in excess of $2,000,000 (to the extent not covered by insurance) shall be
rendered against the Borrower, or any of its Subsidiaries and the same shall
remain undischarged for a period of 30 days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to levy upon assets or properties of any of the Borrower, or any of its
Subsidiaries to enforce any such judgment.
(b) ACCELERATION. If an Event of Default occurs under Section
6(a)(viii) or (ix), then the outstanding principal of and all accrued Interest
on this Note shall automatically become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived. If any other Event of Default occurs and is continuing the
Holder, by written notice to the Borrower, may declare the principal of and
accrued Interest on this Note to be immediately due and payable. Upon such
declaration, such principal and Interest shall become immediately due and
payable. The Holder may rescind an acceleration and its consequences if all
existing Events of Default have been cured or waived, except nonpayment of
principal or Interest that has become due solely because of the acceleration,
and if the rescission would not conflict with any judgment or decree. Any notice
or rescission shall be given in the manner specified in Section 11.2 of the
Purchase Agreement.
7. SUBORDINATION. This Note is subject to and subordinated by the terms
of an Intercreditor and Subordination Agreement, dated the date hereof, among
Fleet National Bank, as Administrative Agent, the Borrower and the Purchasers,
which is incorporated herein by reference. This Note is subject to the terms of
a Subordinated Indebtedness Intercreditor Agreement, dated the date hereof,
among the Company and the Purchasers.
8. USE OF PROCEEDS. The Borrower shall use the principal amount of this
Note in accordance with the permitted uses described in Section 8.10 of the
Purchase Agreement.
9. SUITS FOR ENFORCEMENT.
(a) Subject to Section 7, upon the occurrence of any one or more Events
of Default, the Holder of this Note may proceed to protect and enforce its
rights hereunder by suit in equity, action at law or by other appropriate
proceeding, whether for the specific performance of any covenant or
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<PAGE> 74
agreement contained in the Purchase Agreement or this Note or in aid of the
exercise of any power granted in the Purchase Agreement or this Note, or may
proceed to enforce the payment of this Note, or to enforce any other legal or
equitable right of the Holders of this Note.
(b) In case of any default under this Note, the Borrower will pay to
the Holder such amounts as shall be sufficient to cover the costs and expenses
of such Holder due to such default, as provided in Article 7 of the Purchase
Agreement.
10. REMEDIES CUMULATIVE. No remedy herein conferred upon the Holder is
intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.
11. REMEDIES NOT WAIVED. No course of dealing between the Borrower and
the Holder or any delay on the part of the Holder in exercising any rights
hereunder shall operate as a waiver of any right.
12. TRANSFER.
(a) The term "HOLDER" as used herein shall also include any transferee
of this Note whose name has been recorded by the Borrower in the Note Register.
Each transferee of this Note acknowledges that this Note has not been registered
under the Securities Act, and may be transferred only pursuant to an effective
registration under the Securities Act or pursuant to an applicable exemption
from the registration requirements of the Securities Act.
(b) The Borrower shall maintain a register (the "NOTE REGISTER") in its
principal offices for the purpose of registering the Note and any transfer or
partial transfer thereof, which register shall reflect and identify, at all
times, the ownership of record of any interest in the Note. Upon the issuance of
this Note, the Borrower shall record the name and address of the initial
purchaser of this Note in the Note Register as the first Holder. Upon surrender
for registration of transfer or exchange of this Note at the principal offices
of the Borrower, the Borrower shall, at its expense, execute and deliver one or
more new Notes of like tenor and of denominations of at least $500,000 (except
as may be necessary to reflect any principal amount not evenly divisible by
$500,000) of a like aggregate principal amount, registered in the name of the
Holder or a transferee or transferees. Every Note surrendered for registration
of transfer or exchange shall be duly endorsed, or be accompanied by written
instrument of transfer duly executed by the Holder of such Note or such holder's
attorney duly authorized in writing.
(c) This Note may be transferred or assigned, in whole or in part, by
the Holder at any time, subject to the provisions of Section 11.3 of the
Purchase Agreement.
13. REPLACEMENT OF NOTE. On receipt by the Borrower of an affidavit of
an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Note (and in the case of any such
mutilation, on surrender and cancellation of such Note), the Borrower, at its
expense, will promptly execute and deliver, in lieu thereof, a new Note of like
tenor. If required by the Borrower, such Holder must provide indemnity
sufficient in the reasonable
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<PAGE> 75
judgment of the Borrower to protect the Borrower from any loss which they may
suffer if a lost, stolen or destroyed Note is replaced.
14. COVENANTS BIND SUCCESSORS AND ASSIGNS. All the covenants,
stipulations, promises and agreements in this Note contained by or on behalf of
the Borrower shall bind its successors and assigns, whether so expressed or not.
15. NOTICES. All notices, demands and other communications provided for
or permitted hereunder shall be made in writing and shall be by registered or
certified first-class mail, return receipt requested, telecopier (with receipt
confirmed), courier service or personal delivery at the addresses specified in
Section 11.2 of the Purchase Agreement. All such notices and communications
shall be deemed to have been duly given when: delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial overnight
courier service; if mailed, five Business Days after being deposited in the
mail, postage prepaid; or if telecopied, when receipt is acknowledged.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN
ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH
STATE.
17. SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
10
<PAGE> 76
18. Headings. The headings in this Note are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
TRANSTECHNOLOGY CORPORATION
By: _______________________________
Name:
Title:
[SIGNATURE PAGE TO PROMISSORY NOTE]
11
<PAGE> 77
EXHIBIT D
COMPLIANCE CERTIFICATE
TRANSTECHNOLOGY CORPORATION
DATE: , 2000
This certificate is given by TransTechnology Corporation, a Delaware
corporation (the "Company"), pursuant to Section 8.1(c) of that certain
Securities Purchase Agreement dated as of August 29, 2000, by and among the
Company, J. H. Whitney Mezzanine Fund, L.P., Albion Alliance Mezzanine Fund I,
L.P., Albion Alliance Mezzanine Fund II, L.P., The Equitable Life Assurance
Society of the United States, Fleet Corporate Finance, Inc., and Citizens
Capital Inc., as such agreement may have been amended, restated, supplemented or
otherwise modified from time to time (the "AGREEMENT"). Capitalized terms used
herein without definition shall have the meanings set forth in the Agreement.
The officer executing this certificate is the Chief Financial Officer of
the Company and as such is duly authorized to execute and deliver this
certificate on behalf of the Company. By executing this certificate such officer
hereby certifies that:
(a) the financial statements delivered with this certificate in accordance
with Section 8.1(a) and/or 8.1(b) of the Agreement fairly present in all
material respects the results of operations and financial condition of the
Company and its Subsidiaries as of the dates of such financial statements;
(b) he has reviewed the terms of the Agreement and the Note and has made,
or caused to be made under his supervision, a review in reasonable detail of the
transactions and conditions of the Company and its Subsidiaries during the
accounting period covered by such financial statements;
(c) such review has not disclosed the existence during or at the end of
such accounting period, and he has no knowledge of the existence as of the date
hereof, of any condition or event that constitutes an Event of Default, except
as set forth in EXHIBIT A hereto which includes a description of the nature and
period of existence of such Event of Default and what action the Company has
taken, is undertaking and proposes to take with respect thereto;
(d) the Company and its Subsidiaries are in compliance with the covenants
contained in Articles 8 and 9 of the Agreement, as demonstrated on the attached
worksheets (in form and substance previously agreed upon), except as set forth
or described in EXHIBIT A; and
(e) (i) Interest Coverage is ______:1.00
(ii) Fixed Charge Coverage is _____:1.00
(iii) Total Leverage is _____: 1:00
(iv) Capital Expenditures are $______________
(v) Net Worth is $_______________
<PAGE> 78
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed
by its Chief Financial Officer this ___ day of ___________, 200__.
TRANSTECHNOLOGY CORPORATION
---------------------------
By:
-------------------------------------
Chief Financial Officer
2
<PAGE> 79
EXHIBIT E
Albion Alliance Mezzanine Fund I, L.P.
Chase Manhattan Bank
1221 Avenue of the Americas
New York, NY
ABA #021000021
Account #323-216528
Albion Alliance Mezzanine Fund II, L.P.
Chase Manhattan Bank
1221 Avenue of the Americas
New York, NY
ABA #021000021
Account #910-2-795953
The Equitable Life Assurance Society of the United States
Chase Manhattan Bank
1221 Avenue of the Americas
New York, NY
ABA #021000021
Account #037-2-409417
<PAGE> 80
SCHEDULE 5.1
CORPORATE EXISTENCE
<TABLE>
<CAPTION>
The Company and Subsidiaries, Type of Entity,
Activity Status, and Jurisdictions of Formation and Foreign Qualification
---------------------------------------------------------------- --------------- -------------------- -------------------
Jurisdictions of
Name Status Jurisdiction of Foreign
(type of entity) Formation Qualification
---------------------------------------------------------------- --------------- -------------------- -------------------
<S> <C> <C> <C>
TransTechnology Corporation (corporation) Active Delaware California
-------------------
Connecticut
-------------------
Florida
-------------------
Illinois
-------------------
Indiana
-------------------
Maryland
-------------------
Massachusetts
-------------------
Michigan
-------------------
New Jersey
-------------------
New York
-------------------
North Carolina
-------------------
Ohio
-------------------
Pennsylvania
-------------------
Rhode Island
-------------------
Texas
-------------------
Virginia
---------------------------------------------------------------- --------------- -------------------- -------------------
</TABLE>
<PAGE> 81
SCHEDULE 5.1 CONTINUED
<TABLE>
<CAPTION>
---------------------------------------------------------------- --------------- ---------------------- ------------------
Jurisdictions of
Name Status Jurisdiction of Foreign
(type of entity) Formation Qualification
---------------------------------------------------------------- --------------- ---------------------- ------------------
<S> <C> <C> <C>
UNITED STATES SUBSIDIARIES:
---------------------------------------------------------------- --------------- ---------------------- ------------------
Aerospace Rivet Manufacturers Corporation (corporation) Active California
---------------------------------------------------------------- --------------- ---------------------- ------------------
Electronic Connections and Assemblies, Inc. (corporation) Inactive Delaware
---------------------------------------------------------------- --------------- ---------------------- ------------------
Ellison Ring & Washer, Inc. (corporation) (subsidiary of
Ellison Holdings Ltd.) Inactive Virginia
---------------------------------------------------------------- --------------- ---------------------- ------------------
NORCO, Inc. (corporation) Active Connecticut
---------------------------------------------------------------- --------------- ---------------------- ------------------
Palnut Fasteners, Inc. (corporation) Inactive Delaware
---------------------------------------------------------------- --------------- ---------------------- ------------------
Rancho TransTechnology Corporation (corporation) Active California
---------------------------------------------------------------- --------------- ---------------------- ------------------
Retainers, Inc. (corporation) Active New Jersey
---------------------------------------------------------------- --------------- ---------------------- ------------------
Seeger Inc. (corporation) (subsidiary of TransTechnology
Seeger Inc.) Inactive Delaware New Jersey
---------------------------------------------------------------- --------------- ---------------------- ------------------
SSP Industries (corporation) Inactive California
---------------------------------------------------------------- --------------- ---------------------- ------------------
SSP International Sales, Inc. (corporation) (subsidiary of
SSP Industries) Inactive California
---------------------------------------------------------------- --------------- ---------------------- ------------------
TCR Corporation (corporation) Active Minnesota
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology Acquisition Corporation (corporation) Inactive Delaware
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology Engineered Components, LLC (limited liability
company) Active Delaware Michigan -
(to be filed)
Ohio
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology Engineered Rings USA, Inc. f/k/a Industrial Active New Jersey Michigan
Retaining Ring Company (corporation)
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology International Corporation (U.S.V.I.
international business company) Active US Virgin Islands
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology Seeger Inc. (corporation) Active Delaware
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology Systems & Services, Inc. (corporation) Inactive Michigan
---------------------------------------------------------------- --------------- ---------------------- ------------------
INTERNATIONAL SUBSIDIARIES:
---------------------------------------------------------------- --------------- ---------------------- ------------------
TransTechnology Canada Corporation (Ontario corporation) Active Ontario
---------------------------------------------------------------- --------------- ---------------------- ------------------
</TABLE>
<PAGE> 82
SCHEDULE 5.1 CONTINUED
<TABLE>
<CAPTION>
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Jurisdictions of
Name Status Jurisdiction of Foreign
(type of entity) Formation Qualification
------------------------------------------------------------------ ---------------- ---------------------- --------------------
<S> <C> <C> <C>
TransTechnology Australasia Pty, Ltd. (Australian corporation) Inactive Australia
------------------------------------------------------------------ ---------------- ---------------------- --------------------
TransTechnology Seeger-Orbis GmbH (German limited company) Active Germany
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Subsidiaries of TransTechnology Seeger-Orbis
GmbH:
------------------------------------------------------------------ ---------------- ---------------------- --------------------
TransTechnology Brasil Ltda. f/k/a Seeger-Reno Industria e
Commercia Ltda. (Brazilian limited company) Active Brazil
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Seeger-Orbis Beteiligungsgesellschaft mbH (German
limited holding company) Active Germany
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Seeger-Orbis GmbH & Co. OHG (German partnership) Active Germany
------------------------------------------------------------------ ---------------- ---------------------- --------------------
TransTechnology (GB) Limited (English limited company) Active England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Subsidiaries of TransTechnology (GB) Limited:
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Ellison Holdings Ltd. (English limited company) Active England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Ellison Roettges & Co. GmbH (German limited company) Inactive Germany
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Anderton (Predecessors) Limited, (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
TransTechnology (Europe) Ltd. (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Ellison Circlips Limited, (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Ellison Circlips Exports Limited, (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Ellison Distribution Limited, (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Ellison Shaped Wire Limited, (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
Morlock Industries Limited, (English limited company) Inactive England
------------------------------------------------------------------ ---------------- ---------------------- --------------------
TransTechnology Espana, S.A., (Spanish limited company Active Spain
(joint venture))
------------------------------------------------------------------ ---------------- ---------------------- --------------------
</TABLE>
<PAGE> 83
SCHEDULES 5.3
GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENT
1. Consent of lenders under the Second Amended and Restated Credit Agreement
by and among the Company and its Subsidiaries and by Fleet National Bank,
as successor to BankBoston, N.A.,, as administrative agent, and the other
lenders listed therein (the "Senior Credit Agreement").
<PAGE> 84
SCHEDULE 5.8
TITLE TO PROPERTIES
All of the Company's assets, wherever located, are subject to liens held by
Fleet National Bank as successor to BankBoston, N.A., pursuant to the
Senior Credit Documents, including but not limited to:
1. See attached summary list of UCC filings, UCC fixture filings, federal and
state tax liens and judgment liens prepared by Bingham Dana LLP.
2. See listing of patents attached as item A on Schedule 5.23.
3. See listing of trademarks attached as item B on Schedule 5.23.
4. Mortgages on Real Property:
--------------------------
(a) Sand Canyon, California
(b) Irvington, New Jersey
(c) Mountainside, New Jersey
(d) Union, New Jersey
(e) Glen Head, New York
(f) Saltsburg, Pennsylvania
(g) Ridgefield, Connecticut
(h) Massillon, Ohio
(i) Hamilton, Ontario
(j) Wiesbadener Strasse/Fischbacher Strasse, Konigstein, Germany
(k) Wiesbadener Strasse, Konigstein, Germany
(l) Frittlingen, Germany
(m) "Hayfield", Colne Road, Glusburn, Keighley, West Yorkshire,
England
<PAGE> 85
TransTechnology Corporation
Updated Lien Search Summary
1000/85321
August 23, 2000
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, CA UCC 8/23/90 90209597 Ellco Leasing Corp Leased equipment
through 6/23/00
3/2/95 95066C0388 same continuation of above
3/7/95 95068C0726 same continuation of above
8/27/90 90212064 Ellco Leasing Corp Specific equipment
3/7/95 95068C0727 same continuation of above
11/6/90 90270423 Ellco Leasing Corp Specific equipment
5/9/95 95131C0292 same continuation of above
11/6/90 90270424 Ellco Leasing Corp Specific equipment
5/9/95 95131C0293 same continuation of above
2/21/91 91030315 Ellco Leasing Corp Leased equipment
9/22/95 95270C0623 same continuation of above
7/3/95 9519260505 FNBB, as Agent All assets
8/28/95 95242C0686 same partial release
3/28/96 96089C0281 same amending debtor address
7/30/98 98212C0281 same Amending #9519260505 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/24/00 00055C0814 BankBoston, N.A., as agent continuation of above
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
CA, SOS STL No active filings
through 06/23/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Los Angeles County, CA UCC 8/28/90 90-1488418 Ellco Leasing Corporation Leased equipment
through 6/26/98 Fixt
3/6/95 95-347548 same continuation of above
3/8/95 95-362341 same continuation of above
9/6/90 90-1539313 Ellco Leasing Corporation Specific equipment
3/20/95 95-406818 same continuation of above
11/7/90 90-1879076 Ellco Leasing Corporation Specific equipment
5/10/95 95-760021 same continuation of above
11/16/90 90-1927846 Ellco Leasing Corporation Leased equipment
5/30/95 95-852508 same continuation of above
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 86
-2-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
Los Angeles County, CA STL No active filings
through 7/5/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, FL UCC 7/5/95 95-133082 FNBB, as Agent All assets
through 6/28/00
9/19/95 95-187803 same partial release
3/27/96 96-062151 same amending debtor address
7/30/98 98-169422 same amending name of secured
party to BankBoston,
N.A., as agent
2/10/00 00-35767-1 BankBoston, N.A., as agent Continuation
7/27/95 95-149423 FNBB Fixture filing
9/3/99 99-203589 same amending debtor address
and name of secured party
to BankBoston, N.A., as
agent
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, FL FTL No active filings
through 7/7/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Broward Co., FL UCC 7/13/95 95-298471 FNBB Fixture Filing
through 6/23/00 Fixt Bk. 23676
Pg. 0532
9/8/99 99537783 same amending SP name to
BankBoston, N.A., as Agent
2/15/00 100087193 BankBoston, N.A., as Agent Continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Broward Co., FL FTL No active filings
through 6/23/00 STL
Judg't
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, IL UCC 7/3/95 3419683 FNBB, as Agent All assets
through 6/26/00
8/31/95 3441918 same partial release
3/28/96 3522779 same amending debtor address
7/30/98 3887573 same Amending #3419683 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/9/00 4164337 BankBoston, N.A., as agent continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, IL FTL No active filings
through 7/7/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 87
-3-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
Peoria Co., IL UCC No active filings
through 7/3/00 Fixt
STL
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Stark Co., IL UCC No active filings
through 7/3/00 Fixt
STL
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
MN, SOS UCC 4/18/97 1933980 FNBB, as Agent All assets
through 7/3/00
8/6/98 2059015 Amending #1933980 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
MN, SOS STL No active filings
through 7/3/00 FTL
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
NJ, SOS 11/4/94 1601572 BancBoston Leasing Inc. Leased equipment
through 6/30/00
10/11/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
10/22/99 same same continuation
1/8/91 1378274 ELLCO Leasing Corporation Specific equipment
7/13/95 same same continuation of above
3/15/96 1686928 BancBoston Leasing Inc. Leased equipment
2/2/99 same same Amending debtor address
10/25/95 1663457 BancBoston Leasing Inc. Leased equipment
2/2/99 same same Amending debtor address
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 88
-4-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
NJ, SOS UCC 1/29/97 1746929 BancBoston Leasing Inc. Leased equipment
continued
2/2/99 same same Amending debtor address
8/23/94 1588501 BancBoston Leasing Inc. Leased equipment
10/11/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
6/10/99 same same continuation
9/20/94 1593232 BancBoston Leasing Inc. Leased equipment
10/11/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
9/15/99 same same continuation
12/28/94 1610571 BancBoston Leasing Inc. Leased equipment
5/22/95 same same Partial release
10/11/95 same same Partial Assignment of
above to The CIT
Group/Equipment
Financing, Inc.
12/22/99 same same continuation
3/28/95 1626164 BancBoston Leasing Inc. Leased equipment
10/11/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
3/20/00 same same continuation
6/2/95 1637661 BancBoston Leasing Inc. Leased equipment
10/11/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
5/24/00 same same continuation
6/29/95 1643219 BancBoston Leasing Inc. Leased equipment
10/11/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
5/24/00 same same continuation
7/24/95 1647493 BancBoston Leasing Inc. Leased equipment
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 89
-5-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
NJ, SOS UCC 10/11/95 same same Assignment of above to
Continued The CIT Group/Equipment
Financing, Inc.
5/24/00 same same continuation
7/3/95 1644043 FNBB, as Agent All assets
3/28/96 same same amending debtor address
7/30/98 same same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
8/6/98 same same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
4/9/98 1831382 MCS Business Solutions Inc. Copier
12/11/97 1806009 Lease Corporation of America Telephone equipment
7/3/95 1644109 FNBB, as Agent All assets
8/31/95 same same partial release
3/28/96 same same amending debtor address
7/30/98 same same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
7/7/95 1644889 FNBB, as Agent Fixture filing
9/3/99 same same Amending debtor address
and SP name
6/14/00 same same continuation
5/21/99 1907276 General Electric Capital Leased equipment
Corporation
5/21/99 1907309 General Electric Capital Leased equipment
Corporation
2/28/00 1961012 The CIT Group/Equipment Leased equipment. Filed
Financing, Inc. to reinstate no. 1618376
2/28/00 1961014 The CIT Group/Equipment Leased equipment. Filed
Financing, Inc. to reinstate no. 1618377
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 90
-6-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
NJ, SOS UCC 4/7/00 1967070 The CIT Group/Equipment Leased equipment. Filed
continued Financing, Inc. to reinstate no. 1622418
4/7/00 1967075 The CIT Group/Equipment Leased equipment. Filed
Financing, Inc. to reinstate no. 1622420
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL 12/3/99 750831005SNL Division of Employment $4,438.72
through 7/6/00 Security
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ Judg't No active filings
through 7/6/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Mercer Co., NJ UCC No active filings
through 7/3/00 Fixt.
FTL
J-liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixture
FTL
Judg't
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Union Co., NJ UCC 6/22/95 002792 BancBoston Leasing Inc. Leased equipment/fixture
through 7/7/98 Fixt
10/13/95 same same Assignment of above to
The CIT Group/Equipment
Financing, Inc.
7/6/95 002860 FNBB Fixture filing
9/7/95 same same amending SP name to
BankBoston, N.A., as agent
2/14/00 same BankBoston, N.A., as agent Continuation
12/27/95 003692 OCE-BRUNING Specific equipment
12/18/97 007071 Computer Sales Specific equipment
International, Inc.
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Union Co., NJ FTL No active filings
through 7/7/98 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
DOS, NY UCC 7/3/95 134744 FNBB, as Agent All assets
through 7/6/00
9/7/95 182317 same partial release of above
3/28/96 062666 same amending debtor address
UCC 7/30/98 164190 same Amending #134744 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
UCC 2/10/00 028281 BankBoston, N.A., as Agent continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 91
-7-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
NY, SOS UCC 7/7/95 137779 FNBB Fixture filing
continued
9/3/99 178550 same Amending debtor address
and SP name
2/10/00 028278 BankBoston, N.A., as Agent continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
DOS, NY FTL No active filings
through 7/6/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Nassau County, NY UCC 5/7/95 95-010088 FNBB, as Agent All assets
through 7/3/00 Fixt
8/25/95 95-013193 same partial release of above
4/3/96 96-005173 same amending debtor address
8/6/98 UC98-014010 same Amending #95-010088 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
5/17/00 UC00-8769 BankBoston, N.A., as Agent continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Nassau County, NY STL No active filings
through 7/3/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, NC UCC 7/3/95 1240867 FNBB, as Agent All assets
through 6/28/00
8/28/95 1258129 same partial release
4/1/96 1324618 same Amending debtor address
8/5/98 19980053264 same Amendment replacing
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 20000014472 BankBoston, N.A., as Agent continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, NC FTL No active filings
through 6/28/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Mecklenburg County, NC UCC No active filings
through 6/29/00 Fixt
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 92
-8-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, PA UCC 8/24/90 18860648 Ellco Leasing Corporation Leased equipment
through 6/19/00
2/27/95 24031028 same continuation of above
8/29/90 18872556 Ellco Leasing Corporation Leased equipment
3/6/95 24051570 same continuation of above
11/2/90 19100913 Ellco Leasing Corporation Leased equipment
5/4/95 24250625 same continuation of above
11/9/90 19121395 Ellco Leasing Corporation Leased equipment
5/10/95 24270488 Same continuation of above
9/18/91 20071025 General Electric Capital Leased equipment
Corporation
3/26/96 25291760 same continuation of above
3/27/95 24121034 BancBoston Leasing Inc. Leased equipment
10/11/95 24750984 same assignment to The CIT
Group /Equipment
Financing Inc.
3/20/00 31410437 The CIT Group / Equipment continuation
Financing, Inc.
6/12/95 24361417 BancBoston Leasing Inc. Leased equipment
10/11/95 24750978 same assignment to The CIT
Group /Equipment
Financing Inc.
5/25/00 31661272 The CIT Group / Equipment continuation
Financing, Inc.
7/3/95 24441186 FNBB, as Agent All assets
8/25/95 24611568 same partial release of above
3/28/96 25301394 same amending debtor address
12/20/96 26200701 same partial release of above
7/30/98 29221761 same Amendment replacing
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 31270409 BankBoston, N.A., as Agent continuation
7/7/95 24451341 FNBB Fixture filing
9/3/99 30691772 same Amendment changing
address of debtor and
name of SP to BankBoston,
N.A., as Agent
2/10/00 31270406 BankBoston, N.A. continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 93
-9-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
PA, SOS UCC 12/31/96 26221055 BancBoston Leasing Inc. Leased equipment
continued
2/2/99 29870628 same Amendment changing debtor
address
5/21/99 30291281 General Electric Capital Specific equipment
Corporation
5/21/99 30291470 General Electric Capital Specific equipment
Corporation
2/28/00 31330360 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
23980207 dated 2/6/95
2/28/00 31330364 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
23980205 dated 2/6/95
5/1/00 31570727 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
24121034 dated 3/27/95
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Indiana County, Proth, PA UCC 9/18/91 665-91 General Electric Capital Leased equipment
through 7/3/00 Corporation
3/26/96 20-665-91 same continuation of above
7/3/95 21324 CD 1995 FNBB, as Agent All assets
8/25/95 same same partial release of above
3/28/96 same same amending debtor address
12/23/96 same same partial release
8/6/98 same same Amendment replacing
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/14/00 same BankBoston, N.A., as Agent continuation
7/5/95 2 1335 CD 1995 FNBB FIXTURE FILING
12/30/96 22649 CD 1996 BancBoston Leasing Inc. Leased equipment
3/2/99 same same amendment changing debtor
address
5/21/99 20922 CD 1999 General Electric Capital Specific equipment
Corporation
5/21/99 20923 CD 1999 General Electric Capital Specific equipment
Corporation
2/28/00 20402 CD 2000 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
20216CD1995 dated 2/6/95
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 94
-10-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
PA, SOS 2/28/00 20403 CD 2000 The CIT Group / Equipment Leased equipment. To
continued Financing, Inc. Reinstate lapsed file no.
20217CD1995 dated 2/6/95
4/7/00 20732 CD 2000 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
20373CD1995 dated 2/6/95
4/7/00 20734 CD 2000 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
20536CD1995 dated 3/23/95
5/24/00 21081 CD 2000 The CIT Group / Equipment Leased equipment. To
Financing, Inc. Reinstate lapsed file no.
21030CD1995 dated 5/22/95
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Indiana County, Proth, PA STL No active filings
through 7/3/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Indiana County Recorder, PA Fixt 9/25/91 2530 General Electric Capital Specific equipment
through 7/3/00 Corporation
4/2/96 2530 Same Continuation of above
6/3/99 3147 General Electric Capital Specific equipment
Corporation
6/3/99 3148 General Electric Capital Specific equipment
Corporation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, TX UCC 7/3/95 129256 FNBB, as Agent All assets
through 6/25/00
10/9/95 719132 same partial release of above
3/28/96 96639996 same amending debtor address
7/30/98 98695359 same Amending #129256 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/24/00 1042797 same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, TX FTL 6/6/83 123053 IRS $7,953.20 copy unavailable
through 6/25/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Dallas County, TX UCC 7/3/95 95004-00157 FNBB, as Agent All assets
through 6/29/00 Fixt
9/26/95 95005-01566 same partial release
3/28/96 96002-1227 same amending debtor address
8/6/98 98004-01075 same Amending #95004-00157 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/29/00 252607 same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 95
-11-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Corporation (continued)
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
Dallas County, TX STL No active filings
through 6/26/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
VA, SOS UCC 7/21/99 990721-7814 BankBoston, N.A., as Agent All assets
through 7/5/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
VA, SOS FTL No active filings
through 7/5/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Roanoke City, VA UCC 7/21/99 990000568 BankBoston, N.A., as Agent All assets
through 7/3/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Roanoke City, VA STL No active filings
through 7/3/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 96
-12-
<TABLE>
<CAPTION>
DEBTOR: Aerospace Rivet Manufacturers Corporation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, CA UCC 6/9/97 9716161244 Phoenixcor, Inc. Specific equipment
through 6/23/00
7/2/98 9818460953 BankBoston, N.A., as Agent All assets
7/30/98 98212C0280 same Amending #9818460953 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
CA, SOS STL No active filings
through 6/23/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
SOS, NJ UCC 7/30/98 1852489 BankBoston, N.A., as Agent All assets
through 6/30/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 97
-13-
<TABLE>
<CAPTION>
DEBTOR: Electronic Connections and Assemblies, Inc.
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, IL UCC 7/3/95 3419680 FNBB, as Agent All assets
through 6/26/00
8/3/98 3888780 same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/23/00 4170769 same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, IL FTL No active filings
through 7/7/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Peoria Co., IL UCC No active filings
through 7/3/00 Fixt
STL
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, NJ UCC 7/3/95 1644114 FNBB, AS AGENT ALL ASSETS
through 6/30/00
CSC is checking for a 7/30/98 1644114 same Amendment to replace
continuation statement collateral description
and change SP name to
BankBoston, N.A., as Agent
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, TX UCC 7/3/95 95-129257 FNBB, as Agent All assets
through 6/30/98
7/30/98 95-129257 same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/24/00 95-129257 same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, TX FTL No active filings
through 6/25/00
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Dallas, TX UCC No active filings
through 6/26/00 Fixt
STL
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 98
-14-
<TABLE>
<CAPTION>
DEBTOR: Ellison Ring & Washer, Inc.
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
VA, SOS UCC 7/21/99 990721 7813 BankBoston, N.A., as Agent All assets
through 7/5/00
9/3/99 9909037826 same Amendment changing debtor
address to
150 Allen Road,
Liberty Corner, NJ
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
VA, SOS FTL No active filings
through 7/5/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Roanoke City, VA UCC 7/21/99 99-569 BankBoston, N.A., as Agent All assets
through 7/3/00
9/3/99 same same Amendment changing debtor
address to
150 Allen Road,
Liberty Corner, NJ
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Roanoke City, VA STL No active filings
through 7/3/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 99
-15-
<TABLE>
<CAPTION>
DEBTOR: Industrial Retaining Ring Company
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 7/3/95 1644078 FNBB, as Agent All assets
through 6/30/00
7/30/98 1644078 same Amendment8 to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 1644078 same continuation
9/9/99 1922478 Newcourt Communications Leased equipment
Finance Corporation
6/14/99 1920000 Newcourt Communications Leased equipment
Finance Corporation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Essex Co., NJ UCC No active filings
through 6/2/00 Fixt
STL
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<CAPTION>
DEBTOR: Norco, Inc.
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, CT UCC 7/30/98 1867651 BankBoston, N.A., as Agent All assets
through 8/2/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
SOS, CT STL No active filings
through 8/2/00 FTL
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
SOS, NJ UCC No active filings
through 7/10/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 8/3/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 8/7/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 100
-16-
<TABLE>
<CAPTION>
DEBTOR: Palnut Fasteners, Inc.
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 7/3/95 1644089 FNBB, as Agent All assets
through 6/30/00
3/28/96 same same amending debtor address
7/30/98 same same Amending #1644089 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/14/00 same same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<CAPTION>
DEBTOR: The Palnut Corporation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC No active filings
through 6/30/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 101
-17-
<TABLE>
<CAPTION>
DEBTOR: Rancho TransTechnology Corporation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, CA UCC 7/3/95 9519260602 FNBB, as Agent All assets
through 6/23/00
3/28/96 96089C0308 same amending debtor address
7/30/98 98212C0278 same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 0041C0612 same continuation
7/7/95 9519860676 FNBB Fixture filing
9/3/99 99251C0619 same changing address of the
debtor and name of SP to
BankBoston, N.A. as Agent
2/10/00 0041C0604 same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, CA STL No active filings
through 6/23/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, NJ UCC 7/3/95 1644116 FNBB, as Agent All assets
through 6/30/00
3/28/96 same same amending debtor address
7/30/98 same same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/14/00 same same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 102
-18-
<TABLE>
<CAPTION>
DEBTOR: Retainers, Inc.
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 7/3/95 1644031 FNBB, as Agent All assets
through 6/30/00
7/30/98 same same Amendment to replace
collateral description and
change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
7/7/95 1644744 FNBB Fixture filing
9/3/99 same same amendment changing debtor
address and SP name to
BankBoston, N.A. as Agent
2/10/00 same same continuation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Essex Co., NJ UCC 7/6/95 78284 FNBB Fixture filing
through 6/2/00 Fixt
9/3/99 190861 same amendment changing debtor
address and SP name to
BankBoston, N.A. as Agent
5/17/00 289611 same continuation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Essex Co., NJ FTL No active filings
through 6/2/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 103
-19-
<TABLE>
<CAPTION>
DEBTOR: Seeger Inc.
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 12/14/95 1672243 FNBB, as Agent All assets
through 6/30/00
10/29/96 same same partial release of above
8/11/98 same same Amendment to replace
collateral description,
change debtor address and
change SP name to
BankBoston, N.A., as Agent
7/3/95 1644041 FNBB, as Agent All assets
12/14/95 same same amending debtor name from
Waldes Truarc Inc.
10/29/96 same same partial release of above
8/11/98 same same Amendment to replace
collateral description,
change debtor address and
change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 104
-20-
<TABLE>
<CAPTION>
DEBTOR: SSP Industries
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 7/3/95 1644074 FNBB, as Agent All assets
through 6/30/00
3/28/96 same same amending debtor address
7/30/98 1644074 FNBB, as Agent Amending #1644074 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/10/00 same same continuation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<CAPTION>
DEBTOR: SSP International Sales, Inc.
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 7/3/95 1644081 FNBB, as Agent All assets
through 6/30/00
3/28/96 same same amending debtor address
7/30/98 same same Amendment to replace
collateral description and
change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Union Co., NJ UCC No active filings
through 7/7/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 105
-21-
<TABLE>
<CAPTION>
DEBTOR: TCR Corporation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, MN UCC 11/6/00 1801664 Northern States Power Lighting
through 7/3/00 Company
6/9/99 2138121 Banc One Leasing Leased equipment
Corporation
6/30/99 21436841 Banc One Leasing Leased equipment
Corporation
4/18/97 1933979 FNBB, as Agent All assets
8/6/98 2059014 same Amendment to replace
collateral description and
change SP name to
BankBoston, N.A., as Agent
9/3/99 2159982 same Amendment to debtor address
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
SOS, MN STL No active filings
through 7/3/00 FTL
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
SOS, NJ UCC 7/30/98 1852488 BankBoston, N.A. All assets
through 6/30/00
9/3/99 same same Amendment to debtor address
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 106
-22-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Acquisition Corporation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 7/3/95 1644043 FNBB, as Agent All assets
through 6/30/00
3/28/96 same same amending debtor address
7/30/98 same same Amending #1644043 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
(Debtor name is
incorrectly listed as
TransTechnology
Corporation)
8/6/98 same same Amending #1644043 to
replace collateral
description and change SP
name to BankBoston, N.A.,
as Agent
2/10/00 SAME SAME CONTINUATION. DEBTOR NAME
READS TRANSTECHNOLOGY
CORPORATION
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 107
-23-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Engineered Components, LLC
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 9/3/99 1927657 BankBoston, N.A., as Agent All assets
through 7/19/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 8/15/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Union Co., NJ UCC No active filings
through 8/14/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 8/15/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
OH, SOS UCC 9/2/99 AP0173177 BankBoston, N.A. copy pending
through 7/17/00
9/2/99 AP0173178 BankBoston, N.A. copy pending
9/7/99 AP174406 BankBoston, N.A., as Agent copy pending
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Medina Co., OH UCC No active filings
through 8/15/00 Fixt.
STL
FTL
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Stark Co., OH UCC 9/3/99 82572 BankBoston, N.A., as Agent All assets
through 8/15/00 Fixt
10/6/99 83549 & BankBoston, N.A., as Agent Fixture filing
1999075419
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Stark Co., OH STL No active filings
through 8/15/00 FTL
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<CAPTION>
DEBTOR: TransTechnology Engineered Rings USA, Inc.
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC No active filings
through 7/19/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Essex Co., NJ UCC No active filings
through 8/14/00 FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 8/15/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 108
-24-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology International Corporation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
CT, SOS UCC No active filings
through 7/26/00 STL
FTL
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
SOS, NJ UCC 9/3/99 1927652 BankBoston, N.A., as Agent All assets
through 6/30/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ FTL No active filings
through 7/5/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<CAPTION>
DEBTOR: Transtechnology Seeger Inc.
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC 1/17/96 1677628 FNBB, as Agent All assets
through 6/30/00
8/11/98 same same Amenment to replace
collateral description,
change debtor address and
change SP name to
BankBoston, N.A., as Agent
7/3/95 1644086 FNBB, as Agent All assets
1/17/96 same same amending name from
TransTechnology
Seeger-Orbis, Inc.
3/28/96 same same amending debtor address
7/30/98 same same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt
FTL
J-liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
</TABLE>
<PAGE> 109
-25-
<TABLE>
<CAPTION>
DEBTOR: TransTechnology Systems & Services, Inc.
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
SOS, MI UCC 7/3/95 57999B FNBB, as Agent All assets
through 6/19/00
5/28/96 69068B same amending debtor address
8/4/98 D406523 same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/24/00 11443C same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, MI STL No active filings
through 6/19/00 FTL
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
SOS, NJ UCC 7/3/95 1644112 FNBB, as Agent All assets
through 6/30/00
3/28/96 same same amending debtor address
7/30/98 same same Amendment to replace
collateral description
and change SP name to
BankBoston, N.A., as Agent
2/10/00 same same continuation
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt.
FTL
J-liens
----------------------------- ---------- ------------- ------------------ ----------------------------- ---------------------------
<CAPTION>
DEBTOR: T.T. Acquisition Corporation
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Jurisdiction Indices Date File No. Secured Party Collateral/Comments
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SOS, NJ UCC No active filings
through 6/30/00
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Superior Court, NJ STL No active filings
through 7/6/00 J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
Somerset Co., NJ UCC No active filings
through 7/5/00 Fixt
FTL
J-Liens
----------------------------- ---------- ------------- ------------------ ---------------------------- ----------------------------
</TABLE>
<PAGE> 110
SCHEDULE 5.9
USE OF REAL PROPERTY
1. TransTechnology (GB) Limited is engaging in procedures to comply with the
requirements for obtaining a fire certificate at the manufacturing facility
in Keighley, England.
2. Joint Meetings of Essex and Union Counties, New Jersey ("Joint Meeting")
advised TransTechnology Engineered Rings USA, Inc. (f/k/a Industrial
Retaining Ring Company) that it was in violation of Joint Meeting's
self-monitoring reporting requirements for total cyanide and cyanide
amendable for the months of January and February 1999. The matter was
resolved by the parties through the entry of an Administrative Consent
Order.
3. List of facilities without Certificates of Occupancy:
Aerospace Rivet Manufacturers Corporation (City of Industry, CA)
TCR Corporation (Minneapolis, MN)
The Palnut Company, a division of The Company (Mountainside, NJ)
TransTechnology Engineered Components, LLC (Massillon, OH)
TransTechnology Engineered Rings USA, Inc. (Irvington, NJ)
<PAGE> 111
SCHEDULE 5.10
TAXES
1. There is an employment tax audit for fiscal year end March 31, 1995
currently under appeal. A waiver of time for assessment is in place through
December 2000.
2. In the ordinary course of business, the Company and its Subsidiaries have
filed for extensions of time in which to file federal, state and local
income tax returns for the fiscal year ending March 31, 2000.
<PAGE> 112
SCHEDULE 5.14
ABSENCE OF CERTAIN CHANGES OR EVENTS
1. Since March 31, 2000, TransTechnology (GB) Limited sold its real property
in Bingley, West Yorkshire, England.
<PAGE> 113
SCHEDULE 5.15
ENVIRONMENTAL MATTERS
1. See attached reports.
<PAGE> 114
SCHEDULE 5.15
-------------
A. TRANSTECHNOLOGY DIVISIONS THAT STORE HAZARDOUS MATERIALS:
------------------------------------------------------------
BREEZE EASTERN
BREEZE INDUSTRIAL PRODUCTS
TRANSTECHNOLOGY ENGINEERED RINGS USA (f/k/a INDUSTRIAL RETAINING RING)
PALNUT
NORCO
TCR
ARM
TRANSTECHNOLOGY ENGINEERED COMPONENTS (TTEC), MASSILLON, OH
TRANSTECHNOLOGY ENGINEERED COMPONENTS (TTEC), BRUNSWICK, OH
TRANSTECHNOLOGY ENGINEERED COMPONENTS (TTEC), ONTARIO, CANADA
TRANSTECHNOLOGY GREAT BRITAIN (TTGB)
SEEGER ORBIS KONIGSTEIN
PEBRA
TT BRASIL
B. PROPERTY DISCLOSURES (RELEASE OF HAZARDOUS MATERIALS AND/OR LISTED SITE):
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SITE IDENTITY AND LOCATION DESCRIPTION
------------------------------------------------------------------------------------------------------------
<S> <C>
FEDERAL LABORATORIES, SALTSBURG, PA THREE (3) PRINCIPAL AREAS OF ENVIRONMENTAL
(DIVESTED BUSINESS) IMPAIRMENT (AREA 15A, AREA 11, AND THE EASTERN
PORTIONS OF THE PROPERTY). SOIL, SURFACE WATER
AND GROUNDWATER IMPACTED WITH SPECIFIC METALS,
VOCs, AND SVOCs.
------------------------------------------------------------------------------------------------------------
INDUSTRIAL RETAINING RING COMPANY, SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC METALS,
IRVINGTON, NJ PETROLEUM HYDROCARBONS, AND VOCs.
------------------------------------------------------------------------------------------------------------
TRANSTECHNOLOGY ENGINEERED FASTENERS, SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC
MASSILLON, OH PETROLEUM HYDROCARBONS, SVOCs, AND VOCs.
------------------------------------------------------------------------------------------------------------
TRANSTECHNOLOGY ENGINEERED FASTENERS, THIRD PARTY RESPONSIBLE FOR ON-SITE GROUNDWATER
HAMILTON, ONTARIO, CANADA VOC IMPACTS.
------------------------------------------------------------------------------------------------------------
BREEZE EASTERN, UNION, NJ SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC PETROLEUM
HYDROCARBONS AND VOCs.
------------------------------------------------------------------------------------------------------------
NORCO, INC., RIDGEFIELD, CT SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC METALS,
PETROLEUM HYDROCARBONS, AND VOCs. TTC INDEMNIFIED BY
SELLER IN SHARE PURCHASE AGREEMENT FOR ENVIRONMENTAL
COST RISK RANGE FROM $50K TO $650K.
------------------------------------------------------------------------------------------------------------
TCR CORPORATION, MINNEAPOLIS, MN SITE RECENTLY (APRIL 2000) ACHIEVED MPCA CLOSURE
STATUS.
------------------------------------------------------------------------------------------------------------
TRANSTECHNOLOGY ELECTRONICS, WYOMING, IL SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC METALS
(DIVESTED BUSINESS) AND VOCs.
------------------------------------------------------------------------------------------------------------
TRANSTECHNOLOGY SYSTEMS & SERVICES, GLEN SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC METALS
HEAD, NY AND VOCs. CONTRIBUTION TO ONSITE CONTAMINATION BY
(DIVESTED BUSINESS) OFF SITE SOURCES.
------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 115
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
<S> <C>
AEROSPACE RIVET MANUFACTURING SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC METALS
CORPORATION, SANTA FE, CA SPRINGS AND VOCS. TTC INDEMNIFIED FOR SUBSURFACE RISK
(FORMER LEASED PROPERTY. ARM IS NO LONGER BY SELLER.
LOCATED IN SANTA FE SPRINGS, CA)
------------------------------------------------------------------------------------------------------------
SPACE ORDNANCE SYSTEMS, PLACERITA CANYON GROUNDWATER IMPACTED WITH SPECIFIC VOCS. SITE
SITE, SANTA CLARITA, CA UNDERGOING LONG-TERM GROUNDWATER REMEDIATION.
(DIVESTED BUSINESS)
------------------------------------------------------------------------------------------------------------
SPACE ORDNANCE SYSTEMS, CALAVERAS GROUNDWATER IMPACTED WITH SPECIFIC VOCs. SITE
RESERVOIR, MILPITAS, CA UNDERGOING MNA GROUNDWATER REMEDY.
(DIVESTED BUSINESS)
------------------------------------------------------------------------------------------------------------
GESSNER HOWARD MILLER, WORCESTER, MA SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC
(DIVESTED BUSINESS) PETROLEUM HYDROCARBONS.
------------------------------------------------------------------------------------------------------------
STAINLESS STEEL PRODUCTS, BURBANK, CA SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC VOCs.
(DIVESTED BUSINESS)
------------------------------------------------------------------------------------------------------------
TRANSTECHNOLOGY GB LTD., GLUSBURN, WEST NO MATERIAL SITE ENVIRONMENTAL IMPAIRMENT.
YORKSHIRE, UK
------------------------------------------------------------------------------------------------------------
ANDERTON INTERNATIONAL, BINGLEY, SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC VOCs.
WEST YORKSHIRE, UK SITE DIVESTED 7/31/00.
------------------------------------------------------------------------------------------------------------
TRANSTECHNOLOGY BRASIL, LTDA., DIADEMA, SOIL AND GROUNDWATER IMPACTED WITH SPECIFIC VOCs.
SAO PAULO, BRAZIL
------------------------------------------------------------------------------------------------------------
ADJOINING PROPERTIES PROPERTIES ADJOINING EXISTING OR DIVESTED TTC
BUSINESSES WHERE HAZARDOUS MATERIALS MAY HAVE BEEN
RELEASED (CONDITIONS CURRENTLY UNKNOWN TO TTC).
------------------------------------------------------------------------------------------------------------
</TABLE>
C. AFFIRMATIVE OBLIGATIONS UNDER ORDERS, DECREES, JUDGMENTS, AND AGREEMENTS
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SITE/MATTER TO WHICH OBLIGATION IS ATTACHED DESCRIPTION
------------------------------------------------------------------------------------------------------------
<S> <C>
FEDERAL LABORATORIES, SALTSBURG, PA CONSENT ORDER & AGREEMENT WITH PADEP FOR AREA 15A.
(DIVESTED BUSINESS)
------------------------------------------------------------------------------------------------------------
SPACE ORDINANCE SYSTEMS, CALAVERAS 1) RWQCB ORDER ISSUED TO TTC AND SRI FOR, AMONG OTHER
RESERVOIR, MILPITAS, CA SUBORDINATE ISSUES, MNA GROUNDWATER REMEDY.
(DIVESTED BUSINESS)
2) TTC HAS ENTERED INTO A 50/50 COST SHARING
AGREEMENT WITH ANOTHER PRP WHICH CONTEMPLATES PRESENT
AND FUTURE ENVIRONMENTAL RESPONSE COSTS INCURRED AT
THE SITE.
------------------------------------------------------------------------------------------------------------
CAE ELECTRONICS, SUNNYVALE, CA RWQCB ORDERS ISSUED TO CAE, TTC AND OTHERS FOR, AMONG
OTHER SUBORDINATE ISSUES, O&M OF EXISTING GROUNDWATER
REMEDIATION SYSTEM AND FURTHER REGIONAL GROUNDWATER
INVESTIGATION ACTIVITIES. CONTRIBUTION TO ONSITE
CONTAMINATION BY OFF SITE SOURCES.
------------------------------------------------------------------------------------------------------------
AQUA-TECH CERCLA MATTER, GREER, SC TWO FORMER TTC BUSINESSES ARE NAMED PRPs ON VARIOUS
USEPA ORDERS RELATED TO ON-GOING
INVESTIGATION/REMEDIATION ACTIVITIES AT THIS FORMER
TSDF.
------------------------------------------------------------------------------------------------------------
FOUR COUNTY LANDFILL STATE SUPERFUND TWO FORMER TTC BUSINESSES ARE NAMED PRPs ON VARIOUS
MATTER, DE LONG, IN RIDEM ORDERS RELATED TO ON-GOING
INVESTIGATION/REMEDIATION ACTIVITIES AT THIS FORMER
TSDF.
------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 116
<TABLE>
------------------------------------------------------------------------------------------------------------
<S> <C>
SPECTRON CERCLA SITE, ELKTON, MD ONE TTC BUSINESS IS A NAMED PRP ON VARIOUS USEPA
ORDERS RELATED TO ON-GOING INVESTIGATION/REMEDIATION
ACTIVITIES AT THIS FORMER TSDF.
------------------------------------------------------------------------------------------------------------
WARDEN OIL STATE SUPERFUND SITE, ONE TTC BUSINESS IS A NAMED PRP ON VARIOUS USEPA
MINNEAPOLIS, MN ORDERS RELATED TO ON-GOING INVESTIGATION/REMEDIATION
ACTIVITIES AT THIS FORMER TSDF.
------------------------------------------------------------------------------------------------------------
FRONTIER CHEMICAL SITE, NIAGARA FALLS, NY TWO FORMER TTC BUSINESSES ARE NAMED PRPS ON USEPA
ORDER RELATED TO A COMPLETED WASTE REMOVAL ACTION AT
THIS FORMER TSDF.
------------------------------------------------------------------------------------------------------------
STAINLESS STEEL PRODUCTS, BURBANK, CA TTC HAS ENTERED INTO A 30 (TTC)/70 (SSP) COST SHARING
(DIVESTED BUSINESS) AGREEMENT WITH CURRENT PROPERTY OPERATOR WHICH
CONTEMPLATES PRESENT AND FUTURE ENVIRONMENTAL RESPONSE
COSTS INCURRED AT THE SITE.
------------------------------------------------------------------------------------------------------------
BREEZE INDUSTRIAL PRODUCTS (BIP), BIP ISSUED A CONSENT ORDER RELATED TO PAST INSTANCES
SALTSBURG, PA OF SANITARY SEWERAGE DISCHARGE NON-COMPLIANCE. CO
REQUIRED THE UPGRADING OF BIP'S EXISTING PRE-TREATMENT
SYSTEM (COMPLETED 1999). UPGRADED SYSTEM FUNCTIONING
PER DESIGN.
------------------------------------------------------------------------------------------------------------
</TABLE>
D. ENVIRONMENTAL LITIGATION
---------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SITE/MATTER TO WHICH LITIGATION IS DESCRIPTION
ASSOCIATED
------------------------------------------------------------------------------------------------------------
<S> <C>
CAE ELECTRONICS, SUNNYVALE, CA ON-GOING PAST ENVIRONMENTAL COST RECOVERY LITIGATION
AGAINST TTC BY CURRENT CAE BUSINESS.
------------------------------------------------------------------------------------------------------------
</TABLE>
E. OTHER DIVESTED BUSINESSES SITES (REMEDIATED AND CLOSED OR FOR WHICH NO
-------------------------------------------------------------------------
CURRENT ACTION IS IDENTIFIED)
-----------------------------
EASTERN ROTOCRAFT (DOYLESTOWN, PA)
SIDEREAL (PORTLAND, OR)
LUNDY UK (PORTSMOUTH, ENGLAND)
HOWARD BROTHERS (AUBURN, MA)
LLOYD MANUFACTURING (WARREN, RI)
BELFORT INSTRUMENTS (BALTIMORE, MD)
LUNDY FINANCIAL SYSTEMS (CHARLOTTE, NC)
LUNDY TECHNICAL CENTER (POMPANO BEACH, FL)
<PAGE> 117
OFFICE OF ENVIRONMENTAL AFFAIRS REPORT
PERIOD ENDING JUNE 30, 2000
---------------------------
The following table and narrative outline the current status of TransTechnology
Corporation's Environmental Projects/Matters. These projects are being managed
by the TransTechnology Corporation Office of Environmental Affairs ("TTC OEA").
Those sites or environmental issues not listed or discussed below have no
substantively new or updated information to convey. BOLDED TEXT INDICATES THAT
NEW OR UPDATED INFORMATION IS PROVIDED.
--------------------------------------------------------------------------------
SITE/MATTER ISSUE CURRENT STATUS
----------- ----- --------------
--------------------------------------------------------------------------------
FEDERAL TTC/TVA/AEC Site CRA completed an Act 2 compliant
LABORATORIES Activities - Area clean-up plan required under the
(FL), 15A (CNS tear gas PADEP COA submitted to PADEP in
SALTSBURG, PA drum disposal area) early January 2000. PADEP responded
and Remedial design by disapproving the plan on a
of groundwater RA technical basis in late March. This
for Area 15A on TTC action was expected by TTC OEA.
owned property PADEPs primary issues relate to 1)
the lack of complete vertical and
horizontal delineation of
groundwater contamination emanating
from the Area 15A source location
and 2) no media specific remedy was
proposed in the clean-up plan.
Strategically, TTC OEA omitted
reference to a specific remedy so
that other (perhaps more cost
effective) 'innovative' technologies
could be field evaluated prior to
committing to groundwater
extraction. TTC has acquired
approximately 210 acres of land from
ICI, thus providing TTC OEA with
unrestricted access to the property
down gradient of Area 15A.
ADDITIONAL GROUNDWATER AND
OVERBURDEN SITE CHARACTERIZATION IN
AREA 15A IS CURRENTLY TAKING PLACE
AND IS ANTICIPATED TO BE COMPLETE IN
JULY (2Q FY01). Following completion
of this phase of field work, TTC
will proceed to evaluate and then
select a favorable remedial
alternative, revise the clean-up
plan, and submit the document to
PADEP for approval. It is likely
that the remedy will now be sited on
the property acquired from ICI.
Relocation of the remediation system
away from the immediate contaminant
source area may provide some value
and long term cost savings to the
company. The remedy implementation
schedule has a duration of
approximately 1.5 years. Otherwise,
no change in status of technical
issues since last report.
--------------------------------------------------------------------------------
FL PaDEP Consent No change in status of COA issues
Order and since last report.
Agreement (COA)
for Area
15A/TTC-DOJ
liability issues
--------------------------------------------------------------------------------
TTC ELECTRONICS Detailed design No change in status since last
(TTE), WYOMING, of shallow report.
IL groundwater
remedy
--------------------------------------------------------------------------------
SOS, PLACERITA Property QUARTERLY GROUNDWATER MONITORING
CANYON FACILITY Development REPORTS SUMMARIZING GROUNDWATER
(SOS PCF), CA -Groundwater REMEDIATION ACTIVITIES CONTINUE TO
mitigation BE SUBMITTED TO THE RWQCB AND DTSC.
THE RWQCB ASSIGNED A CASE OFFICER TO
THIS PROJECT DURING 1Q FY01 (THE
BOARD HAS NOT ASSIGNED A CASE
OFFICER TO THIS PROJECT SINCE
APPROXIMATELY 1995 DUE TO
INSUFFICIENT STAFFING AT THE BOARD).
THE RWQCB WILL ONCE AGAIN BE
REVIEWING QUARTERLY REPORTS AS THEY
DID IN THE 1980S AND EARLY 1990S.
TTC DOES NOT ANTICIPATE ANY CHANGES
BASED ON THIS MORE ACTIVE OVERSIGHT
BY THE RWQCB. No change in the
technical status since last report.
--------------------------------------------------------------------------------
STAINLESS STEEL Soil CRA submitted a proposed ISVE system
PRODUCTS (SSP), remediation closure plan to the CA RWQCB in
BURBANK, CA project December 1999. As expected, the plan
was rejected due to the presence of
VOC concentrations in the 'deeper
zone' underlying the site exceeding
calculated numerical screening
criteria. Consequently, the ISVE
system will remain operative through
FY 01.
For reasons that are unclear, the
RWQCB has requested that SSP and
other regional PRPs perform an
investigation regarding the historic
use of chromium (Cr) at their sites,
conduct additional on-site
groundwater sampling for the Cr
parameter, and then report the
resulting data. TTC PREPARED A
PACKAGE OF MATERIAL SUMMARIZING THE
CR PARAMETER AS IT RELATES TO
HISTORIC OPERATIONS AND PREVIOUS
CHARACTERIZATION AT THE SITE AND
SUBMITTED THE PACKAGE TO THE RWQCB.
TO DATE THE RWQCB HAS NOT RESPONDED
TO THE SUBMITTAL.
--------------------------------------------------------------------------------
<PAGE> 118
--------------------------------------------------------------------------------
INDUSTRIAL Additional site NJDEP required that TTC 1) further
RETAINING RING investigation investigate other areas of the site
COMPANY (IRR), and remedial where metals not characteristic of
IRVINGTON, NJ actions regional fill material have been
measured above NJDEP soil cleanup
criteria (e.g., mercury and
antimony), 2) evaluate and then
certify the integrity of many
subgrade structures (e.g, sumps)
present at the site, and 3) perform
an additional groundwater sampling
event in order to support TTC's
assertion that groundwater
contamination observed beneath the
IRR site is predominantly the result
of multiple off-site
releases/sources. MOST OF THESE
FIELD ACTIVITIES WERE COMPLETED
DURING 1Q FY01. TTC STILL NEEDS TO
OBTAIN SEVERAL SHALLOW SOIL SAMPLES
FROM THE CONRAIL EASEMENT ADJACENT
TO THE IRR PROPERTY. AN ACCESS
AGREEMENT HAS BEEN SIGNED AND
RETURNED TO CONRAIL AND TTC
ANTICIPATES THAT THE REMAINING FIELD
WORK WILL BE COMPLETED DURING JULY
OR EARLY AUGUST. FOLLOWING
COMPLETION OF THE ANALYSIS OF
SAMPLES COLLECTED DURING THE
INVESTIGATION, TTC WILL SUMMARIZE
THE RESULTS IN A REPORT WHICH WILL
BE SUBMITTED TO NJDEP.
--------------------------------------------------------------------------------
TCR CORPORATION Soil and The MN MPCA approved the groundwater
(TCR), groundwater remediation closure report submitted
MINNEAPOLIS, MN assessment to the agency in November 1999. MPCA
PROVIDED WRITTEN NOTIFICATION THAT
NO ADDITIONAL ACTION IS REQUIRED AND
MONITORING WELLS WERE ABANDONED
DURING 1Q FY00. THE PROJECT HAS BEEN
SUCCESSFULLY COMPLETED.
--------------------------------------------------------------------------------
NORCO, INC. Soil and CTDEP approved a modified Haley &
(NORCO), groundwater Aldrich (site consultant) Phase III
RIDGEFIELD, CT assessment workplan in February 2000 and the
scope of work was successfully
implemented in mid-March.
GROUNDWATER DATA INDICATE THAT
ELEVATED LEVELS OF METALS (PRIMARILY
ARSENIC) ARE PRESENT IN GROUNDWATER
BENEATH THE SITE. THESE ELEVATED
METALS CONCENTRATIONS MAY BE
NATURALLY OCCURRING AND RELATED TO
THE MATRIX MATERIAL IN WHICH THE
WATER OCCURS. IN AN EFFORT TO
DETERMINE WHETHER THE ELEVATED
METALS CONCENTRATIONS ARE NATURALLY
OCCURRING (BACKGROUND), TTC
REQUESTED THAT THE CORE SAMPLES
OBTAINED DURING DRILLING BE ANALYZED
FOR METALS. TTC OEA IS CURRENTLY
AWAITING THE RESULTS OF THESE
ADDITIONAL ANALYSES.
--------------------------------------------------------------------------------
BREEZE EASTERN Environmental Issues related to property
(BE), UNION, NJ issues divestiture, site development, and
associated with the NJDEP MOA are described below:
the sale of an
undeveloped I. MOA ISSUES: SOIL BORINGS WERE
parcel of land CONDUCTED IN AND AROUND THE FORMER
located at BE LOCATION OF A 20,000 GALLON
UNDERGROUND STORAGE TANK (UST).
BE NJDEP ISRA BASED ON THE RESULTS OF THE FIELD
MOA INVESTIGATION, THE TANK APPEARS TO
HAVE BEEN REMOVED AND THE EXCAVATION
BACKFILLED WITH FILL MATERIAL.
RESULTS OF THE ANALYSIS OF THE SOIL
SAMPLES COLLECTED DURING THE
INVESTIGATION ARE PENDING.
II. PROPERTY DEVELOPMENT ISSUES: No
change in status of technical issues
since last report.
III. ADMINISTRATIVE ISSUES RELATED
TO PROPERTY DEVELOPMENT: No change
in status since last report.
IV. ISO 14001: BE successfully
completed the last ISO audit and
remains ISO 14001 registered.
--------------------------------------------------------------------------------
FORMER LUNDY Environmental THE SITE HAS BEEN LISTED ON THE NEW
SYSTEMS AND site mitigation YORK REGISTRY OF INACTIVE HAZARDOUS
SERVICES (TTSS) program WASTE SITES. TTC DOES NOT ANTICIPATE
SITE, GLEN HEAD, ANY SHORT-TERM REGULATORY ACTION
NY BASED ON THIS LISTING.
--------------------------------------------------------------------------------
CAE ELECTRONICS, CERCLA No change in status since last
INC. (CAE) COST (Federal/CA report.
RECOVERY MATTER, Superfund) Cost
SUNNYVALE, CA Recovery Action
related to the
former SOS
operation
--------------------------------------------------------------------------------
<PAGE> 119
--------------------------------------------------------------------------------
FOUR COUNTY PRP Group DE No change in status since last
LANDFILL SITE MINIMIS report.
(FCLF), DELONG, IN settlement
CERCLA
(State
Superfund)
liability
--------------------------------------------------------------------------------
CALAVERAS Calaveras No change in status since last
RESERVOIR/SRI Reservoir Site report.
SITE, SAN groundwater
FRANCISCO, CA remedy
--------------------------------------------------------------------------------
ANDERTON Soil and There has been no substantive change
INTERNATIONAL, groundwater in status of the soil/groundwater
BINGLEY, WEST investigation environmental project since issuance
YORKSHIRE, UK and remediation of the last report(s). TTGB
PROJECT PERSONNEL ARE CURRENTLY EVALUATING
ISSUES RELATED TO ASBESTOS REMOVAL
DURING POTENTIAL REMODEL/DEMOLITION
ACTIVITIES AT THE ANDERTON FACILITY.
TTC OEA is also providing limited
environmental support related to
closure of the business.
--------------------------------------------------------------------------------
TT GB, LTD. Various TTC OEA is providing technical
(TTGB), GLUSBURN, environmental support at TTGB in connection with
WEST YORKSHIRE, UK projects and the following projects/initiatives:
compliance (i) providing internal and external
initiatives oversight/resources for a potable
water source, security of supply,
and redistribution
evaluation/project (where
significant progress is being made),
(ii) internal and external oversight
for the deburring area wastewater
treatment evaluation project, (iii)
internal and external oversight for
the on-going water and waste
minimization project, and (iv)
institution of the TTC OEA TSDF
audit project pursuant to TTC Policy
& Procedure. (V) ANTICIPATED
COMMENCEMENT OF RISK ASSESSMENTS
DURING THE SECOND HALF OF FY01.
------------------- ----------------- ------------------------------------------
TT BRASIL LTDA. Soil and TTC OEA intends to perform: 1)
(TTB), SAO PAULO, groundwater follow-up potable water, 2) third
BRAZIL investigation party water supplier, and 3)
and remediation groundwater sampling events at TTB
project, in mid-April 2000 and 2) continues
potable water to assist with the new DEM team
project transition and integration.
TTB successfully completed the
latest surveillance audit and
remains ISO 14001 registered.
There has been no substantive change
in status of the soil/groundwater
environmental project since issuance
of the last report(s). LOCAL
AUTHORITIES HAVE REQUESTED THAT TTB
REPLACE THE PUMP IN THE ONSITE WATER
SUPPLY WELL. TTC IS UNCLEAR AS TO
THE RATIONALE FOR THIS REQUEST SINCE
THE PUMP WAS RECENTLY REPLACED AND
IS FUNCTIONING PROPERLY. TTC IS
CURRENTLY EVALUATING THIS REQUEST.
--------------------------------------------------------------------------------
WARDEN OIL (WO) MERLA (MN State No change in status since last
PRP MATTER, Superfund) report.
MINNEAPOLIS, MN liability
--------------------------------------------------------------------------------
TT ENGINEERED Site remedial As reported previously, TTC and
COMPONENTS LLC investigation Eaton jointly administered a site
(TTEC) project investigation project at the TTEC
MASSILLON, OH Massillon, OH facility. Resultant
chemical data were generally
consistent with that collected
previously by Eaton.
Chlorinated/aromatic VOCs, certain
metals, and SVOCs were detected
locally in site soil and
groundwater. An area of petroleum
(gasoline) contaminated soil, not
previously observed, was identified
proximal to an active on-site AST.
No gasoline constituents were,
however, detected in groundwater. A
supporting human health risk
assessment (HHRA) was also prepared
for the site. The HHRA, with certain
qualifications, concluded that the
site poses no unacceptable risk to
the receptor base considered. Ohio
EPA has published no numerical
soil/groundwater screening or
remediation criteria so there is no
firm guidance as to 'reportability
or 'actionability' of the data. The
site has been scrutinized by various
regulators (Federal and State) since
the mid-1980's with no resulting
cause of action. This fact
considered in conjunction with the
conclusions of the HHRA suggest that
TTC consider termination of site
environmental investigative
activities with no regulatory
interface/concurrence. TTC OEA
CONTINUES TO DISCUSS AND EVALUATE
THIS ALTERNATIVE WITH LOCAL
ENVIRONMENTAL COUNSEL AND TTC
GENERAL COUNSEL.
--------------------------------------------------------------------------------
<PAGE> 120
--------------------------------------------------------------------------------
TTC OEA INTERNAL Multimedia TTC OEA WILL PROVIDE REVIEW AND
DEPARTMENT environmental CORRECTIVE ACTION REQUESTS FOR SELF
PROJECTS UPDATE - auditing AUDITS CONDUCTED DURING THE FIRST
FY 00/01 programs HALF OF FY01. SELF AUDITS WILL BE
COMPLETED BY ALL DOMESTIC FACILITIES
EXCEPT THOSE CURRENTLY PURSUING ISO
14001 REGISTRATION. TTC OEA
CONTINUES TO SEARCH FOR AN
APPROPRIATE AUDIT PROTOCOL FOR TT
CANADA.
TT GB, SOF, AND SOK HAVE ELECTED TO
PERFORM STATUTORILY REQUIRED
OCCUPATIONAL RISK ASSESSMENTS RATHER
THAN CONDUCTING EHS AUDITS DURING
THE 2000-01 AUDIT PERIOD. SOF AND
SOK HAVE INITIATED THESE
ASSESSMENTS. Conducting the risk
assessments to identify workplace
risk is an essential element of
health and safety practice in Europe
and will 1) reduce employee exposure
to occupational injuries and 2)
consequently limit TTC's long term
liability to worker compensation
type claims. Once the risk
assessments have been completed in
the UK and Germany, conventional EHS
auditing will resume at these
exempted facilities.
--------------------------------------------------------------------------------
INTERNAL TTC OEA THE TTC DIRECTOR OF ENVIRONMENTAL
DEPARTMENT AFFAIRS, JEFF FORGANG, LEFT
PROJECT UPDATE - TRANSTECHNOLOGY EFFECTIVE 6/16/00 TO
FY 00/01 PURSUE OTHER CAREER ACTIVITIES.
SONJA DONALDSON, AN ENVIRONMENTAL
CONSULTANT TO TTC FOR THE PAST 7
YEARS, IS CURRENTLY SERVING AS THE
ACTING DIRECTOR OF ENVIRONMENTAL
AFFAIRS FOR TTC. THE ANNUAL
ENVIRONMENTAL CONFERENCE WAS
CONDUCTED IN MINNEAPOLIS, MN ON JUNE
26 AND 27, 2000. THE CONFERENCE WAS
ATTENDED BY THE TTC GENERAL COUNSEL
AND REPRESENTATIVES FROM MOST
DOMESTIC AND INTERNATIONAL OPERATION
UNITS. THE FOCUS OF THE CONFERENCE
WAS ISO 14001 REGISTRATION AND
CURRENT HEALTH AND SAFETY ISSUES,
INCLUDING ERGONOMICS AND METAL
WORKING FLUIDS.
--------------------------------------------------------------------------------
INTERNAL ISO 14001 A brief description of the scope of
DEPARTMENT Standard the ISO 14001 program and TTC OEA FY
PROJECT UPDATE - Registration 00/01 objectives are as follows:
FY 00/01
PHASE 1: External 'gap' analysis
phase. Five TTC operations (see list
below) will undergo baseline ISO gap
auditing during FY 01. These audits
will evaluate business processes,
practices, and state of conformance
to the elements of the ISO 14001
standard. STATUS: This work is being
initiated at NORCO, TCR, and TT EC
(excluding Palnut). TTC OEA is
providing on-site Steering Committee
training (basic and advanced EMS)
and technical support.
PHASE 2: The second phase is termed
the "initial review". During this
phase the lead firm, site personnel,
and/or TTC OEA develop specific
plans for correcting the gaps and
deficiencies identified during Phase
1. It is during this phase that the
actual development of the overall
program(s) and strategies for
certification occur. ISO Registrars
are also selected during this phase.
STATUS: THIS PROCESS HAS BEEN
COMPLETED AT BI, AND IS IN PROGRESS
AT NORCO, TCR, AND TT EC.
PHASE 3: This "implementation phase"
consists of the integration (as
practical) of our existing ISO/QS
9000 programs with the ISO 14001
system and development of
programs/procedures required for
certification. This phase includes
all required personnel training.
STATUS: THIS PROCESS HAS BEEN
COMPLETED AT BI, AND IS ANTICIPATED
TO OCCUR DURING 2Q FY01 AT NORCO,
TCR, AND TT EC.
PHASE 4: This phase includes the
actual Registrar Stage I and II
registration audits.
STATUS: THIS PROCESS HAS BEEN
COMPLETED AT BI, AND IS ANTICIPATED
TO OCCUR DURING 3Q AND 4Q FY01 AT
NORCO, TCR, AND TT EC.
As indicated above, TCR, NORCO, and
the three newly acquired TT
Engineered Components companies have
initiated the ISO 14001 registration
process.
BI OBTAINED ISO 14001 REGISTRATION
DURING Q1 FY 01.
The implementation of ISO 14001
within TTC will be phased through at
least three (3) fiscal years
commencing FY 99.
<PAGE> 121
SCHEDULE 5.17
-------------
SUBSIDIARIES
------------
1. Refer to Schedule 5.1 for a list of the Subsidiaries and their
jurisdictions of incorporation and foreign qualification.
2. The Company's and its Subsidiaries' shares are pledged to Fleet National
Bank, as successor to BankBoston, N.A., and the Lenders (as defined
therein) pursuant to the Amended and Restated Securities Pledge Agreement
dated as of August 31, 1999.
3. The Company owns a 60% interest in the Spanish limited company (joint
venture), TransTechnology Espana, S.A.
<PAGE> 122
SCHEDULE 5.18
-------------
CAPITALIZATION
--------------
1. Options and awards granted from 01/01/90 to 08/18/00 and outstanding as of
08/18/00:
Restricted Stock Awards 3,635
Non-Qualified Stock 210,487
Incentive Stock Options 260,964
===========================================================
Total 475,086
2. There are no warrants, rights or securities convertible into capital stock.
<PAGE> 123
SCHEDULE 5.20
-------------
BROKER'S, FINDER'S OR SIMILAR FEES
----------------------------------
1. Placement fee to FleetBoston Robertson Stephens, Inc.
<PAGE> 124
SCHEDULE 5.21
-------------
LABOR RELATIONS
---------------
1. Collective Bargaining Agreements:
--------------------------------
a. Collective Bargaining Agreement between TransTechnology Corporation,
Engineered Components Massillon Division, and the United Paperworker's
International Union affiliated with the AFL-CIO-CLC, Union No. 7334,
effective June 30, 1999 to June 30, 2004.
b. Collective Bargaining Agreement between TransTechnology Corporation,
Breeze Industrial Products Division, and the Automotive Chauffeurs,
parts and garage Employees, Local union No. 926, an affiliate of the
International Brotherhood of teamsters, Chauffeurs, Warehousemen, and
Helpers of America, effective September 1, 1997 to August 31, 2002.
c. Collective Bargaining Agreement between Breeze-Eastern Division of The
Company and Local No. 267 of the International Union United Automobile
Aerospace, Agricultural Implement Workers of America, effective
November 8, 1999 to October 1, 2004.
2. Employment Agreements:
---------------------
TransTechnology (GB) Limited and John Young
Ellison Holdings Ltd. (assumed by TransTechnology (GB) Limited) and:
Andrew Crabtree
Michael Ellison
Simon Ellison
TransTechnology Engineered Rings USA, Inc, (f/k/a Industrial Retaining
Ring Company) and Eric Luopy
TransTechnology Engineered Components, LLC and:
Majid Daneshvar
Mary Allen
Anderson Dobbins
Nigel Ware
Robert Windsor
TransTechnology Canada Corporation and Michael Sheehy
Aerospace Rivet Manufacturers Corporation and:
Caesar Bansil
Claudette Gillis
Ali Naqvi
<PAGE> 125
SCHEDULE 5.21 CONTINUED
NORCO, Inc. and:
Surin Malhotra
William Miller
Seeger-Orbis GmbH & Co. OHG and Sven Wolber
3. Executive Severance Agreements:
------------------------------
The Company and:
Michael Berthelot
Stanley Erman
John Funk
Gerald Harvey
Peter Lowe
Surin Malhotra
Edson Pardini
Michael Rott
Joseph Spanier
Robert Tunno
Thomas Watson
Robert White
Sven-Uwe Wolber
John Young
4. Consulting Agreements:
---------------------
The Company and:
John Dalton (director)
Ulf Jemsby
NORCO, Inc. and Joseph Metz
5. An election administered by the National Labor Relations Board was held
June 22, 2000 at The Palnut Company, a division of The Company, pursuant to
which the United Auto Workers won the right to recognition.
6. Scheduled negotiations with respect to the pension contribution under the
current collective bargaining agreement for the TransTechnology Engineered
Components, LLC, Massillon facility identified in Item 1(a) of this
Schedule 5.21 are currently in process.
7. TransTechnology (GB) Limited is currently negotiating a recognition
agreement with the Amalgamated Engineers and Electricians Union with
respect to employees at its Glusburn, West Yorkshire, England Plant.
<PAGE> 126
SCHEDULE 5.22(a)
----------------
EMPLOYEE BENEFIT PLANS: EMPLOYEE BENEFIT PLANS AND LIABILITIES
--------------------------------------------------------------
1. List of Employee Benefit Plans and Arrangements:
-----------------------------------------------
TransTechnology Corporation Retirement Savings Plan
TransTechnology Engineered Components, LLC Hourly Employees 401(k) Savings
Plan
Pension Plan for the Hourly Rate Employees of the Engineered Components
Operations Massillon Division
Post Retirement Health Care Benefits Plan for Breeze Eastern Union
Employees (frozen)
TransTechnology Corporation's 1996 - 1998 Incentive Compensation Plan
TransTechnology Corporation 1999-2000 Incentive Compensation Plan - DEV
Plan
TransTechnology Corporation Annual Cash Bonus Plan
TransTechnology Corporation Amended and Restated 1992 Long Term Incentive
Compensation Plan
1998 Non-Employee Director Stock Option Plan
1999 Long Term Incentive Plan of the Company.
The Palnut Company Gainsharing Plan
TransTechnology Canada Corporation Profit Sharing Plan
Seeger-Orbis GmbH & Co. OHG Pension Plan
Seeger-Orbis GmbH & Co. Social Plan
TransTechnology Canada Corporation Pension Plan (in formation)
TransTechnology Canada Corporation Profit Sharing Plan
TransTechnology Canada Corporation Health Plans (Salaried plan and Hourly
plan)
TransTechnology Canada Corporation (Sun Life Assurance Company of Canada
Contract Nos. 25251 & 56251)
The Anderton Pension Plan (at TransTechnology (GB) Limited)
The Anderton Retirement and Life Assurance Plan (at TransTechnology (GB)
Limited)
<PAGE> 127
SCHEDULE 5.22(a) CONTINUED
All Employee Benefit Plans and Arrangements referred to in the following
Employee Handbooks:
TransTechnology Policy and Procedure Manual
TCR Corporation Employee Handbook
The Palnut Company Employee Handbook
Breeze Eastern Salaried Employment Handbook
Aerospace Rivet Manufacturers Corporation Employee Handbook
2. Other than (a) the Electronics Local 431 Pension Fund relating to employees
of Seeger Inc., a subsidiary of The Company, and (b) the Western
Pennsylvania Teamster and Employers pension Fund relating to employees of
the Company's Breeze-Industrial division, neither the Company nor any ERISA
affiliate is a member of any multi-employer plan.
3. See attached list of welfare benefit plans.
4. See Schedule 5.21 for a listing of Executive Severance Agreements and
Schedule 5.22(e) for reference to retiree medical plans.
<PAGE> 128
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
-------------
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C> <C>
Medical TTEC Hometown Healthnet 501
Dental TTEC HometownHealthnet 501
Vision Included in medical
125/POP/Flex/FSA TTEC Ceridian 501
Basic Life TTEC MetLife 502
Voluntary Life TTEC MetLife 502
Basic AD&D TTEC MetLife 502
Voluntary AD&D TTEC MetLife 502
Dependent Life TTEC MetLife 502
Dependent AD&D N/A
STD TTEC CNA 503
LTD TTEC CNA 503
BTA N/A
Long Term Care N/A
Voluntary Dental N/A
Voluntary Medical N/A
Prepaid Legal N/A
EAP TTEC Ceridian
Pension (already TTEC MassMutual
included)
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical 2000
Dental 2000
Vision
125/POP/Flex/FSA 2000
Basic Life 2000
Voluntary Life 2000
Basic AD&D 2000
Voluntary AD&D 2000
Dependent Life 2000
Dependent AD&D
STD 2000
LTD 2000
BTA
Long Term Care
Voluntary Dental
Voluntary Medical
Prepaid Legal
EAP 2000
Pension (already 2000
included)
</TABLE>
<PAGE> 129
TCR CORPORATION
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
-------------
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Contract No.
------- ------------ --------- ------------
<S> <C> <C> <C>
Medical Health Partners Choice 3377
Dental Delta Dental Premier 006060-0001
Vision N/A
125/POP/Flex/FSA N/A
Basic Life SunLife of Canada 44474
Group 007
Voluntary Life SunLife of Canada
Basic AD&D SunLife of Canada
Voluntary AD&D SunLife of Canada
Dependent Life SunLife of Canada
Dependent AD&D N/A
STD N/A
LTD SunLife of Canada
BTA N/A
Long Term Care N/A
Voluntary Dental N/A
Voluntary Medical N/A
Prepaid Legal N/A
EAP N/A
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical 7/1/99-
6/30/00
Dental 1/1/00-
12/31/00
Vision
125/POP/Flex/FSA
Basic Life 6/1/99-
5/31/00
Voluntary Life
Basic AD&D
Voluntary AD&D
Dependent Life
Dependent AD&D
STD
LTD
BTA
Long Term Care
Voluntary Dental
Voluntary Medical
Prepaid Legal
EAP
</TABLE>
<PAGE> 130
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C> <C>
Medical Industrial Retaining Ring Oxford PPO PC019
Dental Industrial Retaining Ring Delta Dental 3559-0003
Vision N/A N/A N/A
125/POP/Flex/FSA N/A N/A N/A
Basic Life Industrial Retaining Ring Sun Life of Canada 44474
Voluntary Life Industrial Retaining Ring Sun Life of Canada 44474
Basic AD&D Industrial Retaining Ring Sun Life of Canada 44474
Voluntary AD&D Industrial Retaining Ring Sun Life of Canada 44474
Dependent Life Industrial Retaining Ring Sun Life of Canada 44474
Dependent AD&D N/A N/A N/A
STD Industrial Retaining Ring NJ State Plan Employer #
LTD Industrial Retaining Ring Sun Life of Canada 44474
BTA N/A N/A N/A
Long Term Care N/A N/A N/A
Voluntary Dental N/A N/A N/A
Voluntary Medical N/A N/A N/A
Prepaid Legal N/A N/A N/A
EAP N/A N/A N/A
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical 1-Aug N/A N/A Both
Dental 1-Aug N/A N/A Both
Vision N/A N/A N/A N/A
125/POP/Flex/FSA N/A N/A N/A N/A
Basic Life 31-Jul N/A N/A Both
Voluntary Life 31-Jul N/A N/A Both
Basic AD&D 31-Jul N/A N/A Both
Voluntary AD&D 31-Jul N/A N/A N/A
Dependent Life 31-Jul N/A N/A Both
Dependent AD&D N/A N/A N/A N/A
STD N/A N/A N/A Both
LTD 31-Jul N/A N/A Both
BTA N/A N/A N/A N/A
Long Term Care N/A N/A N/A N/A
Voluntary Dental N/A N/A N/A N/A
Voluntary Medical N/A N/A N/A N/A
Prepaid Legal N/A N/A N/A N/A
EAP N/A N/A N/A N/A
</TABLE>
<PAGE> 131
<TABLE>
<CAPTION>
AEROSPACE RIVET
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
JANUARY 10, 2000
BENEFIT PLAN SPONSOR PLAN NAME PLAN NO. PLAN DESC
---------------------- ---------------------- ---------------------------- -------------- --------------- -
<S> <C> <C> <C> <C>
MEDICAL
HMO ARM Blue Cross of Calif 56075-A 100/10
POS ARM Blue Cross of Calif 56075-E ZX-1B
Out of State ARM Blue Cross of Calif 1312TA 71A
DENTAL
DMO ARM Prudential HealthCare 89469
Alternate ARM Prudential HealthCare 89469
VISION ARM Self-Insured
125/POP/FSA TransTechnology Tribus Companies
BASIC LIFE TransTechnology Sun Life of Canada
VOL LIFE N/A
BASIC AD&D TransTechnology Sun Life of Canada
VOL AD&D N/A
DEPENDENT LIFE N/A
DEPENDENT N/A
AD&D
STD N/A
LTD TransTechnology Sun Life of Canada
BTA N/A
LONG TERM CARE N/A
VOL DENTAL N/A
VOL MEDICAL N/A
PREPAID LEGAL N/A
EAP N/A
</TABLE>
<TABLE>
<CAPTION>
AEROSPACE RIVET
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
JANUARY 10, 2000
BENEFIT PLAN YEAR TRUST NAME TRUST YEAR EXEMPT NON-EXEMPT
---------------------- -------------- ----------------- ---------------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
MEDICAL
HMO 10/1/99 X X
POS 10/1/99
Out of State 10/1/99
DENTAL
DMO 10/1/99
Alternate 10/1/99 X X
VISION 10/1/99 X X
125/POP/FSA 1/1/00 X X
BASIC LIFE X X
VOL LIFE
BASIC AD&D X X
VOL AD&D
DEPENDENT LIFE
DEPENDENT
AD&D
STD
LTD X X
BTA
LONG TERM CARE
VOL DENTAL
VOL MEDICAL
PREPAID LEGAL
EAP
</TABLE>
<PAGE> 132
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C> <C>
Medical Norco, Inc. Employee Welfare
Benefit Plan 25873ASO
Dental N/A
Vision N/A
125/POP/Flex/FSA Norco, Inc.
Basic Life *
Voluntary Life *
Basic AD&D *
Voluntary AD&D *
Dependent Life *
Dependent AD&D *
STD Norco, Inc. Employee Welfare
Benefit Plan 25873ASO
LTD *
BTA
Long Term Care N/A
Voluntary Dental N/A
Voluntary Medical N/A
Prepaid Legal N/A
EAP Norco, Inc. N/A Contract Only (Not considered Welfare Plan)
* Sun Life
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical
10/1-9/30
Dental
Vision
125/POP/Flex/FSA 1/1-12/31
Basic Life
Voluntary Life
Basic AD&D
Voluntary AD&D
Dependent Life
Dependent AD&D
STD
10/1-9/30
LTD
BTA
Long Term Care
Voluntary Dental
Voluntary Medical
Prepaid Legal
EAP N/A Contract Only (Not considered Welfare Plan)
* Sun Life
</TABLE>
<PAGE> 133
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "X = NA" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C>
Medical Breeze-Eastern (BE) Breeze Eastern Health Plan
Dental BE Breeze Eastern Health Plan
Vision X NA NA
125/POP/Flex/FSA BE Flexible Spending Plan *(1)
Basic Life TransTechnology Sun Life
Voluntary Life TransTechnology Sun Life
Basic AD&D TransTechnology Sun Life
Voluntary AD&D X NA
Dependent Life TransTechnology Sun Life
Dependent AD&D TransTechnology Sun Life
STD (New Jersey State
Plan)
LTD TransTechnology Sun Life
BTA X NA
Long Term Care X NA
Voluntary Dental X NA
Voluntary Medical X NA
Prepaid Legal X NA
EAP X NA
</TABLE>
<TABLE>
<CAPTION>
Trust Name Trust Year Exempt/
Benefit Plan Year (N/A) (N/A) Non-Exempt
------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Medical Calendar All employees
Dental Calendar All employees
Vision NA NA
125/POP/Flex/FSA Calendar All employees
Basic Life All employees
Voluntary Life Salaried only
Basic AD&D All employees
Voluntary AD&D NA
Dependent Life Salaried only
Dependent AD&D Salaried only
STD Calendar All employees
LTD Salaried only
BTA (N/A)
Long Term Care "
Voluntary Dental "
Voluntary Medical "
Prepaid Legal "
EAP "
</TABLE>
*(1) Our FSA reporting is done thru TT's Combined Annual Return #526.
<PAGE> 134
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
CORPORATE
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C> <C>
Medical The Palnut Oxford PC01901 BG03
Company COBRA PV01901 BG03C
Dental The Palnut Delta Dental 3559-0002
Company
Vision The Palnut Eye Care Plan of N/A
Palnut/ IRR Company America
125/POP/Flex/FSA TTC TTC Section 125 Plan 526
Basic Life TTC Sun Life of Canada 509
44474 001
Voluntary Life TTC Sun Life of Canada Same as Life
Basic AD&D TTC Sun Life of Canada Same as Life
Voluntary AD&D TTC Sun Life of Canada Same as Life
Dependent Life TTC Sun Life of Canada Same as Life
Dependent AD&D N/A
STD TTC UNUM 389688
LTD TTC Sun Life of Canada Same as Life
BTA Travelers Policy Covers all TTC
Divisions
Long Term Care N/A
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical Aug 1 - Jul 31 N/A N/A Both
Dental Aug 1 - Jul 31 N/A N/A Both
Vision Sep 1 - Aug 31 TTC pays 9.65 N/A Both
Palnut/ IRR Per Employee
125/POP/Flex/FSA Jan 1 - Dec 31 N/A N/A Both
Basic Life Jun 1 - Jul 31 N/A N/A Both
Voluntary Life
Basic AD&D
Voluntary AD&D
Dependent Life
Dependent AD&D
STD Oct 1 - Oct 1 N/A N/A Both
LTD
BTA
Long Term Care
</TABLE>
<PAGE> 135
TRANSTECHNOLOGY CORPORATION
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
PALNUT
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C> <C>
Medical Oxford Oxford Health Plan PC01901
Dental Delta Delta Dental 3559-01
Vision N/A
125/POP/Flex/FSA Tribus Financial Group TTC FSA Plan 1/1-12/
Basic Life Sun Life Sun Life of Canada 44474
Voluntary Life Sun Life Sun Life of Canada 44474
Basic AD&D Sun Life Sun Life of Canada 44474
Voluntary AD&D Sun Life Sun Life of Canada 44474
Dependent Life Sun Life Sun Life of Canada 44474
Dependent AD&D Sun Life Sun Life of Canada 44474
STD UNUM UNUM Ins. 0378976
LTD Sun Life Sun Life 44474
BTA N/A
Long Term Care N/A
Voluntary Dental N/A
Voluntary Medical N/A
Prepaid Legal N/A
EAP N/A
Vol Life Provident Life Provident Life 33037
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical 8/1-7/31
Dental 8/1-7/31
Vision
125/POP/Flex/FSA 1/1-12/31
Basic Life 8/1-7/31
Voluntary Life 8/1-7/31
Basic AD&D 8/1-7/31
Voluntary AD&D 8/1-7/31
Dependent Life 8/1-7/31
Dependent AD&D 8/1-7/31
STD 8/1-7/31
LTD 8/1-7/31
BTA
Long Term Care
Voluntary Dental
Voluntary Medical
Prepaid Legal
EAP
Vol Life 8/1-7/31 * No enrollment after 10/1/93
</TABLE>
<PAGE> 136
BREEZE INDUSTRIAL
WELFARE BENEFIT PLAN REVIEW
CONTROL SHEET
Please attach an additional sheet for plans not listed below. Please indicate
"not applicable" or "N/A" for those plans that the company does not provide.
<TABLE>
<CAPTION>
Benefit Plan Sponsor Plan Name Plan No.
------- ------------ --------- --------
<S> <C> <C> <C>
Medical Blue Cross of Western 41883-01
PA - Select Blue
Dental Blue Cross of Western 41883-01
PA - Blue Shield
Vision Vision Benefits of 812/269
America
125/POP/Flex/FSA N/A
Basic Life Sun Life 44474
Voluntary Life N/A
Basic AD&D Sun Life 44474
Voluntary AD&D N/A
Dependent Life Sun Life 44474
Dependent AD&D Sun Life 44474
STD N/A - Self Insured
LTD Sun Life 44474
BTA N/A
Long Term Care N/A
Voluntary Dental N/A
Voluntary Medical N/A
Prepaid Legal N/A
EAP N/A
</TABLE>
<TABLE>
<CAPTION>
Exempt/
Benefit Plan Year Trust Name Trust Year Non-Exempt
------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Medical 02/01/99 -
01/31/00
Dental 02/01/99 -
01/31/00
Vision 02/01/99 -
01/31/01
125/POP/Flex/FSA
Basic Life 06/01-05/31
Voluntary Life
Basic AD&D 06/01-05/31
Voluntary AD&D
Dependent Life 06/01-05/31
Dependent AD&D 06/01-05/31
STD
LTD 06/01-05/31
BTA
Long Term Care
Voluntary Dental
Voluntary Medical
Prepaid Legal
EAP
</TABLE>
<PAGE> 137
TRANSTECHNOLOGY BRASIL LTDA
BENEFITS PROGRAM
<TABLE>
<CAPTION>
LEVELS BASED
COVERAGE ON
----------------------------------------------------------------------------------------------------
COMPULSORY
----------------------------------------------------------------------------------------------------
<S> <C> <C>
13th Salary All CLT
Bonus by Results All CLT
Employee Transport Ticket All CLT
Pension Plan (Welfare) All INSS
Public Health Insurance (Welfare) All INSS
Severance Pay Fund (FGTS + Prior Notice) All CLT + Union
Sick Leave or Accident Payment Complement All Union
Vacation (30 days) All CLT
----------------------------------------------------------------------------------------------------
NON COMPULSORY
----------------------------------------------------------------------------------------------------
Cafeteria All TTB-Policy
Education Assistance All TTB-Policy
Life Insurance (co-paid) All TTB-Policy
Medicines Support Program (40%) All TTB-Policy
Private Heath Insurance All TTB-Policy
Car A / B* TTB-Policy
Medicines and Dental Support Program (75%) A / B TTB-Policy
Private Pension Plan A / B TTB-Policy
----------------------------------------------------------------------------------------------------
CLT = Labor Laws Consolidation Human Resources
INSS = National Institute of Social Security APR. 28, 2000
Level A = Managing Director GERRY_BENEFITS
Level B = managers
B* = Just for commercial Manager
----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 138
SCHEDULE 5.22(b)
----------------
EMPLOYEE BENEFIT PLANS: PLAN COMPLIANCE
---------------------------------------
Each of the Plans have received a favorable determination letter except for the
following:
1. TransTechnology Engineered Components, LLC Hourly Employees 401(k) Savings
Plan which TransTechnology Engineered Components, LLC for which a request
has been made; and
2. Pension Plan for the Hourly Rate Employees of the Engineered Components
Operations Massillon Division, which was recently adopted and the time for
application for favorable determination has not yet expired.
<PAGE> 139
SCHEDULE 5.22(c)
----------------
EMPLOYEE BENEFIT PLANS: PROHIBITED TRANSACTIONS
-----------------------------------------------
NONE
<PAGE> 140
SCHEDULE 5.22(d)
----------------
EMPLOYEE BENEFIT PLANS: COBRA
-----------------------------
NONE
<PAGE> 141
SCHEDULE 5.22(e)
----------------
EMPLOYEE BENEFIT PLANS: MISCELLANEOUS
-------------------------------------
1. The Executive Severance Agreements listed at Schedule 5.21 are structured
to preclude penalization under the Internal Revenue Code regarding excess
parachute payments. However, the agreements allow the executive's election
of a payment which might constitute an excess parachute payment.
2. TransTechnology Engineered Components, LLC ("TTEC") is currently advancing,
on behalf of Eaton Corporation, retiree medical benefits to Massillon Union
Employees who retired prior to August 31, 1999 (the date on which TTEC
acquired these operations).
<PAGE> 142
SCHEDULE 5.23
-------------
PATENTS, TRADEMARKS, ETC.
-------------------------
A. See attached listing of patents in which a security interest has been
granted to by Fleet National Bank, as successor to BankBoston, N.A.,
pursuant to the Amended and Restated Patent Collateral Assignment and
Security Agreement, dated as of August 31, 1999.
B. See attached listing of trademarks in which a security interest has been
granted to by Fleet National Bank, as successor to BankBoston, N.A.,
pursuant to the Amended and Restated Trademark Collateral Security and
Pledge Agreement, dated as of August 31, 1999.
C. License Agreements:
------------------
1. Purchase and Sale Agreement between Eaton Corporation, through its
Engineered Fasteners Division, and Com-Corp Industries, Inc.
2. Dacromet 320 License Agreement between Metal Coatings International,
Inc. and the Palnut division of The Company subject to termination
pursuant to notice received August 25, 2000.
3. Assignment and Assumption of Dacromet licenses for Ohio and Canada
facilities by and among Eaton Corporation, Eaton Yale, Ltd.,
TransTechnology Engineered Components, LLC and TransTechnology Canada
Corporation.
4. License Agreement between McDonnell Douglas Corporation and Aerospace
Rivet Manufacturers Corporation.
D. The Company has under review a complaint for filing in the U.S. District
Court for the Eastern District of Michigan against JATCO TransTechnology
("JATCO") and certain affiliated entities alleging infringement of the
Company's rights in the name "TransTechnology".
E. The Company opposed the trademark application filed in the United Kingdom
by JCS Hi-Torque Limited related to the mark "Hi-Torque". Applicant
withdrew the trademark application.
<PAGE> 143
SCHEDULE 5.23.A
SCHEDULE A
----------
(LIST OF U.S. PATENTS)
TRANSTECHNOLOGY CORPORATION
<TABLE>
<CAPTION>
Title Patent No.
----- ----------
<S> <C>
PUSH-ON TYPE FASTENER FOR AUTOMATIC FEED AND INSTALLATION EQUIPMENT 5,195,860
TWIST-OFF PUSHNUT FASTENER 5,110,246
PUSH-IN FASTENER CLIP 4,925,351
PUSH-NUT TYPE FASTENER 4,911,594
LINEAR ADJUSTMENT APPARATUS 4,679,905
HELICOPTER CARGO HOOK 4,678,219
FASTENER CLIP 4,610,588
SHEET FEEDER SYSTEMS 4,522,385
METHOD AND APPARATUS FOR SECURING A WHEELED VEHICLE 4,479,746
METHOD AND APPARATUS FOR STORING A LENGTH OF WEB 4,418,874
ANGULAR-LINEAR SHEET TRANSPORTS 4,362,298
BATTERY BACKUP SUPPLY CONTROL MEANS AND METHOD 4,354,118
SELF-RETAINING SPRING WASHER 4,300,866
BLIND CLIP FASTENER 4,300,865
RELEASABLE HOSE FITTING 4,270,777
SELF-ERECTING MATERIAL HANDLING SLING 3,934,919
TERMINATION APPARATUS FOR CONDUIT, CABLE, AND BRAIDED BUNDLE 5,508,475
DIGITAL IMAGE PROCESSING TECHNIQUE INCLUDING IMPROVED GRAY SCALE COMPRESSION 5,163,104
PRINT GAP OPTIMIZER 5,118,209
DOCUMENT TRANSPORT APPARATUS 5,064,186
LIGHT SENSOR APPARATUS FOR SHEET TRANSPORT 5,006,720
OPTICAL CHARACTER READER WITH SKEW RECOGNITION 4,941,189
DOCUMENT TRANSPORT APPARATUS 4,927,132
OPTICAL CHARACTER READER WITH SKEW RECOGNITION 4,876,730
TIEDOWN CHAIN 4,850,768
STACKING METHODS AND APPARATUS 4,805,894
ADJUSTABLE SUPPORT FOR OPTICAL DEVICE 4,784,359
CLAMPING BODY D289,141
CONNECTOR MECHANICAL INTERLOCK USING BALL DETENTS 4,610,496
SELF-LOCKING COUPLING NUT 4,592,122
QUICK DISCONNECT CONNECTOR WITH POSITIVE LOCKING DEVICE 4,445,743
METHOD OF AND APPARATUS FOR WRAPPING PRODUCTS 4,439,975
CABLE TENSIONING DEVICE 4,227,678
METHOD OF AND APPARATUS FOR WRAPPING PRODUCTS 4,189,894
PACKAGING MACHINE 4,102,112
WEB ABRADING ASSEMBLY 3,973,359
</TABLE>
<PAGE> 144
-2-
SCHEDULE A
----------
(LIST OF U.S. PATENTS)
SEEGER INC.
<TABLE>
<CAPTION>
Title Patent No.
----- ----------
<S> <C>
HAND APPLICATOR FOR RADIALLY ASSEMBLED SPRING RETAINING RINGS 4,592,122
RADIALLY ASSEMBLED SPRING RETAINING RING AND POWER GUN FOR ASSEMBLING SAME 4,667,399
</TABLE>
NORCO INC.
<TABLE>
<CAPTION>
Title Registration No.
----- ----------------
<S> <C>
MECHANICAL DRIVE ASSEMBLY INCORPORATING COUNTER-SPRING BIASED, RADIALLY-ADJUSTABLE 5,860,324
ROLLERS
MECHANICAL OSCILLATOR 5,709,127
MECHANICAL DRIVE ASSEMBLY INCORPORATING COUNTER-SPRING BIASED RADIALLY-ADJUSTABLE 5,680,795
ROLLERS
HEAVY-DUTY MECHANICAL OSCILLATOR 5,644,950
MECHANICAL OSCILLATOR 5,592,852
STRUT CONSTRUCTION 5,366,313
HINGED STRUT CONSTRUCTION 5,364,201
STRUT CONSTRUCTION 5,265,970
LATCH CONSTRUCTION 5,192,098
ANTI-FRICTION NUT 5,191,805
LATCH CONSTRUCTION 5,044,679
RELEASABLE FASTENER 4,392,281
EXTENSIBLE & RETRACTABLE STRUT WITH SAFETY LATCH 4,362,415
BALL-TYPE MECHANICAL TRANSMISSION 4,199,999
MECHANICAL SCREW TRANSMISSION 4,198,872
REVERSING NUT FOR DIAMOND THREAD SCREW 4,031,765
ANTI-BACKLASH AUTOMATICALLY REVERSING NUT FOR A DIAMOND THREAD SCREW 4,022,076
FLOATING NUT CONSTRUCTION 4,008,625
TELESCOPING STRUT CONSTRUCTION 3,945,744
RECIPROCATING DRIVE 3,792,616
REVERSING NUT FOR A DIAMOND THREAD SCREW 3,779,094
ECCENTRIC-ACTUATED HOOK-TYPE FASTENING DEVICE 3,712,653
RELEASABLE PANEL FASTENER 3,675,531
LOCKING-TYPE MACHINE NUT 3,589,423
POWER OR MANUALLY RELEASED CARGO LATCH 3,578,373
VARIABLE EFFICIENCY MECHANICAL TRANSMISSION 3,766,800
RADIAL ROLLER ANTI-FRICTION TRANSMISSION WITH ECCENTRIC BUSHINGS 3,766,788
POWER OR MANUALLY RELEASED CARGO 3,360,562
</TABLE>
<PAGE> 145
-3-
SCHEDULE A
----------
(LIST OF U.S. PATENTS)
TRANSTECHNOLOGY ENGINEERED COMPONENTS, LLC
<TABLE>
<CAPTION>
Title Patent No.
----- ----------
<S> <C>
STUD RETAINING FASTENER &METH F PRODUCING SAME 4,385,431
SLOTTED DOUBLE THREAD IMPRESSION FASTENER 4,440,535
IMPROVED FASTENING DEVICE 4,508,477
SELF-LOCKING PREVAILING TORQUE FASTENER 4,595,325
REMOVABLE FASTENING ASSEMBLY 4,606,688
HEADLIGHT ADJUSTER GEAR ASSEMBLY 4,665,469
FASTENER ASSEMBLY FOR CYLINDRICAL OPENING 4,735,534
STUD FASTENER 4,776,740
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY 4,796,494
VARIABLE DIAMETER SCREW FASTENER 4,826,375
STUD AND STUD RETAINING FASTENER ASSEMBLY 4,834,603
TUBE UNION REINFORCING CLIP 4,913,468
VEHICLE HEADLIGHT POSITION ADJUSTMENT ASSEMBLY 5,023,759
PUSH-IN FASTENER CLIP 5,036,567
VEHICLE HEADLAMP POSITION ADJUSTMENT ASSEMBLY 5,045,987
PIVOT ASSEMBLY FOR VEHICLE HEADLIGHT POSITION ADJUSTMENT 5,063,481
PUSH-IN FASTENER 5,108,239
CLIP-ON FASTENER 5,256,018
RETAINING RING AND CUTTER THEREFOR 5,352,079
TUBE CLIP 5,567,074
SNAP-IN FASTENER 5,593,263
TRIM CLIP 5,774,949
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY 5,775,795
PREVAILING TORQUE CLIP FOR THIN WALL PANEL 5,829,934
THREADED NUT EXPANSION FASTENER 5,873,690
CAGED NUT FASTENER 5,893,694
THE BLIND MAN pending
INSTANT HEAT FOR MOTOR VEHICLE pending
POLYMER LIGHT SHIELD pending
CURTAIN RAIL RETENTION CLIP pending
HEADLAMP ADJUSTER LAMP ATTACHMENT NUT pending
CUT-OFF HEAD FOR WIRE AND STRIP pending
COMBINED LIGHT SHIELD AND HEAT SHIELD FOR HEADLIGHT pending
FLEXIBLE ADJUSTER FOR HEADLAMPS pending
VEHICLE HEADLAMP AIMING DEVICE pending
</TABLE>
<PAGE> 146
-4-
SCHEDULE A
----------
(LIST OF FOREIGN PATENTS)
SEEGER INC.
<TABLE>
<CAPTION>
Title Patent No. Country
----- ---------- -------
<S> <C>
METHODS AND APPARATUS FOR INSTALLING A RADIALLY ASSEMBLED SPRING 162,356 Mexico
RETAINING RING INTO AN EXTERNAL GROOVE OF A WORKPIECE
</TABLE>
TRANSTECHNOLOGY ENGINEERED COMPONENTS, LLC
<TABLE>
<CAPTION>
Title Registration No. Country
----- ---------------- -------
<S> <C> <C>
PREVAILING TORQUE CLIP FOR THIN WALL PANEL pending Brazil
CAGED NUT FASTENER pending Brazil
THREADED NUT EXPANSION FASTENER pending Brazil
SNAP IN FASTENER pending Canada
PREVAILING TORQUE CLIP FOR THIN WALL PANEL pending Canada
TRIM CLIP pending Canada
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY pending Canada
CAGED NUT FASTENER pending Canada
COMBINED LIGHT SHIELD AND HEAT SHIELD FOR HEADLIGHT pending Canada
THREADED NUT EXPANSION FASTENER pending Canada
STUD RETAINING FASTENER & METH F PRODUCING SAME 1,134,652 Canada
FASTENER 1,141,516 Canada
SLOTTED DOUBLE THREAD IMPRESSION FASTENER 1,183,030 Canada
IMPROVED FASTENING DEVICE 1,220,371 Canada
IMPROVED SLOTTED FASTENER 1,229,251 Canada
SELF-LOCKING PREVAILING TORQUE FASTENER 1,246,907 Canada
FASTENING DEVICE 1,254,409 Canada
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY 1,283,088 Canada
STUD FASTENER 1,302,749 Canada
TUBE UNION REINFORCING CLIP 2,013,616 Canada
CLIP-ON FASTENER 2,102,174 Canada
PREVAILING TORQUE CLIP FOR THIN WALL PANEL pending EPC
TRIM CLIP pending EPC
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY pending EPC
CAGED NUT FASTENER pending EPC
COMBINED LIGHT SHIELD AND HEAT SHIELD FOR HEADLIGHT pending EPC
THREADED NUT EXPANSION FASTENER pending EPC
SHEET METAL NAIL EP0014084 EPC
REUSABLE RELEASABLE FASTENER EP0021849 EPC
IMPROVED FASTENING DEVICE EP0106451 EPC
SNAP-IN FASTENER pending Great Britain
</TABLE>
<PAGE> 147
-5-
<TABLE>
<S> <C> <C>
TUBE CLIP pending Mexico
SNAP-IN FASTENER pending Mexico
</TABLE>
TRANSTECHNOLOGY CANADA CORPORATION
<TABLE>
<CAPTION>
Title Registration No. Country
----- ---------------- -------
<S> <C> <C>
SNAP-IN FASTENER 2,175,508 Canada
PREVAILING TORQUE CLIP FOR THIN WALL PANEL 2,250,940 Canada
TRIM CLIP 2,242,312 Canada
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY 2,240,698 Canada
CAGED NUT FASTENER 2,246,037 Canada
COMBINED LIGHT SHIELD AND HEAT SHIELD FOR HEADLIGHT 2,262,171 Canada
THREADED NUT EXPANSION FASTENER 2,257,062 Canada
STUD RETAINING FASTENER & METH F PRODUCING SAME 1,134,652 Canada
FASTENER 1,141,516 Canada
SLOTTED DOUBLE THREAD IMPRESSION FASTENER 1,183,030 Canada
IMPROVED FASTENING DEVICE 1,220,371 Canada
IMPROVED SLOTTED FASTENER 1,229,251 Canada
SELF-LOCKING PREVAILING TORQUE FASTENER 1,246,907 Canada
FASTENING DEVICE 1,254,409 Canada
HEADLIGHT POSITION ADJUSTMENT ASSEMBLY 1,283,088 Canada
STUD FASTENER 1,302,749 Canada
TUBE UNION REINFORCING CLIP 2,013,616 Canada
CLIP-ON FASTENER 2,102,174 Canada
</TABLE>
<PAGE> 148
SCHEDULE 5.23.B
SCHEDULE A
----------
(LIST OF U.S. TRADEMARKS)
U.S. TRADEMARK REGISTRATIONS
TRANSTECHNOLOGY CORPORATION
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No.
------------------------- ----------------
<S> <C>
MAKE-A-CLAMP 975,772
ON-SERT 882,005
PAL 340,210
PALNUT 556,075
POWER-SEAL S 869,921
PUSHNUT 617,710
YMC 962,336
CURTIS & MARBLE 686,245
MILLER 1,034,505
TAG-O-MATIC 838,728
TRANSCOLORIZER 888,222
AEROVANE 988,905
FRIEZ 552,482
MAGNESYN 388,445
MAGNESYN 396,990
PSYCHRON 650,065
TRANSFRISKER 878,559
FEDERAL LABORATORIES INC. SALTSBURG, PENNA. 904,554
MINI-STREAMER 877,271
SKAT SHELL 957,550
TRIPLE-CHASER 864,805
TEXICON 399,214
AERO-SEAL 1,723,241
BREEZE 1,147,031
CONSTANT-TORQUE 1,307,639
EURO-SEAL 1,985,466
HI-TORQUE 1,892,921
SPOON NUT 2,073,414
BREEZE 1,134,995
PACK TECH 1,181,853
TUFFER 1,293,917
BELFORT 1,259,284
BI-PRO 1,261,528
BI-SHELL 1,115,971
BREEZE 1,135,036
MT 1,249,749
PLATFORMATION 1,446,147
SIGNAMATION 1,446,146
TELLERMATION 1,453,017
ULTRAGRAF 1,200,315
FEDERAL LABORATORIES 1,725,445
</TABLE>
<PAGE> 149
-2-
SEEGER INC.
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No.
------------------------- ----------------
<S> <C>
CRESCENT 615,340
GRIPRING 721,293
KLIPRING 1,035,195
PRONG-LOCK 1,026,539
RETAINING RING DESIGN 1,330,849
RETAINING RING DESIGN 780,219
RING-JECTOR 1,172,920
RING-MOUNT 737,496
RING-O-MAT 721,869
ROL-PAK 1,179,814
SEEGER 1,437,708
SEEGER AND DESIGN 1,444,876
SNAP-PAK 708,065
TRUARC (BLOCK LETTERS) 1,001,237
TRUARC RADIAL POWER-GUN 1,329,250
WALDES TRUARC 2,073,279
</TABLE>
AEROSPACE RIVET MANUFACTURERS CORPORATION
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No.
------------------------- ----------------
<S> <C>
AR 1,849,781
</TABLE>
NORCO INC.
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No.
------------------------- ----------------
<S> <C>
NORCO INC. 1,153,612
BALL REVERSER 1,144,720
NORCO 2,209,301
</TABLE>
TRANSTECHNOLOGY ENGINEERED COMPONENTS, LLC
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No.
------------------------- ----------------
<S> <C>
SPEED NUT 517,759
SPEED NUTS (WITH DESIGN) 352,168
T 927,128
TINNERMAN 918,766
</TABLE>
<PAGE> 150
-3-
TRADEMARK APPLICATIONS
TRANSTECHNOLOGY CORPORATION
<TABLE>
<CAPTION>
Trademark or Service Mark Serial No.
------------------------- ----------
<S> <C>
ENGINEERED PRODUCTS FOR GLOBAL PARTNERS 75-657,953
TT 75-657,952
</TABLE>
NORCO, INC.
<TABLE>
<CAPTION>
Trademark or Service Mark Serial No.
------------------------- ----------
<S> <C>
NORLAB CALIBRATION GASES AND EQUIPMENT A DIVISION OF NORCO, INC. 75-376,348
</TABLE>
TCR CORPORATION
<TABLE>
<CAPTION>
Trademark or Service Mark Serial No.
------------------------- ----------
<S> <C>
TCR 75-446,359
</TABLE>
<PAGE> 151
-4-
SCHEDULE A
----------
(LIST OF FOREIGN TRADEMARKS)
SEEGER INC.
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No. Country
------------------------- ---------------- -------
<S> <C> <C>
GRIPRING (stylized) 1,478,547 France
KLIPRING 1,244,673 France
MULTIARC 347,047 Canada
MULTIARC 1,244,672 France
MULTIARC 2258136 Japan
RETAINING RING (device) 1,478,542 France
RING-GUN (word) 1,478,543 France
RING-JECTOR (word) 1,478,546 France
RING-O-MAT (word) 1,478,545 France
ROL-PAK (word) 1,478,544 France
SNAP-PAK (word) 1,478,541 France
TRUARC 113/1947 Denmark
TRUARC 1,403,335 France
TRUARC 490,235 Italy
TRUARC 62,631 Sweden
TRUARC A106152 Australia
TRUARC 21,274 Austria
TRUARC 041,123 Benelux
TRUARC UCA 18695 Canada
TRUARC 335,460 Chile
TRUARC 285,851 India
TRUARC 285,853 India
TRUARC 36,809 Israel
TRUARC 37,198 Israel
TRUARC 383,007 Mexico
TRUARC 39911 Norway
TRUARC 56,957 Singapore
TRUARC KOR 3802 Thailand
TRUARC 630,996 U.K.
TRUARC B716,372 U.K.
TRUARC 76103-F Venezuela
TRUARC 619,687 West Germany
TRUARC (block letters) 168460 Uruguay
TRUARC (stylized) 0196015 Spain
TRUARC (stylized) 351,903 Switzerland
TRUARC RADIAL POWER GUN 94 544 805 France
TRUARC RADIAL POWER-GUN 501,118 Italy
TRUARC RADIAL POWER-GUN 328,509 Canada
TRUARC RADIAL POWER-GUN 1,087,422 Germany
WALDES TRUARC 367596 Canada
WALDES TRUARC 335,459 Chile
WALDES TRUARC 361,878 Mexico
</TABLE>
<PAGE> 152
-5-
TRANSTECHNOLOGY ENGINEERED COMPONENTS, LLC
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No. Country
------------------------- ---------------- -------
<S> <C> <C>
SPEED NUT TMDA 52380 Canada
TINNERMAN TMA 277,215 Canada
TINNERMAN 128350 Mexico
</TABLE>
TRANSTECHNOLOGY CANADA CORPORATION
<TABLE>
<CAPTION>
Trademark or Service Mark Registration No. Country
------------------------- ---------------- -------
<S> <C> <C>
SPEED NUT TMDA 52380 Canada
TINNERMAN TMA 277,215 Canada
</TABLE>
(PENDING)
SEEGER INC.
<TABLE>
<CAPTION>
Trademark or Service Mark Serial No. Country
------------------------- ---------- -------
<S> <C> <C>
TRUARC RADIAL POWER GUN AP Mexico
WALDES TRUARC - CL. 7 AP 819927031 Brazil
WALDES TRUARC - CL. 8 AP 819927090 Brazil
</TABLE>
<PAGE> 153
SCHEDULE 5.24
-------------
POTENTIAL CONFLICTS OF INTEREST
-------------------------------
NONE
<PAGE> 154
SCHEDULE 5.26
-------------
OUTSTANDING BORROWINGS
----------------------
1.
AMOUNT AS
OF JULY 2, 2000
---------------
Breeze-Industrial PA Development Authority $ 956,000
IRR-Northwestern Mutual Life $ 394,000
Revolving Credit Facility (8.83%) $148,079,000
Revolving Credit Facility (10.75%) $ 10,000,000
Term Loan (9.44%) $ 44,375,000
Bridge Loan (16.69%) $ 75,211,000
2. See Schedules 5.8 and 5.17.
<PAGE> 155
SCHEDULE 5.28
-------------
INSURANCE
---------
1. See attached report.
2. See Schedule 5.22(a) for health care policies.
<PAGE> 156
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Aircraft Products Liability
INSURER: Aircraft Builders Council of London - Lloyds of London and
Other London Companies
POLICY NUMBER: AW7400200
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $50,000,000 Bodily Injury (Including Personal Injury) and Property
Damage for any one Occurrence and in the Aggregate,
including within such limit Grounding Liability for any one
Occurrence and in the Aggregate
$100,000,000 Separate Limit for ARMC; Combined Single Limit for Bodily
Injury and Property Damage for any one Occurrence and
Aggregate including with such Limit Grounding Liability for
$100M
DEDUCTIBLE: None
TERRITORY: Worldwide
NET PREMIUM: $240,520
</TABLE>
08/03/00 Page 1
<PAGE> 157
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Crime
INSURER: Federal Insurance Company (Chubb)
POLICY NUMBER: 8158-77-71
INCEPTION/EXPIRATION: 04/01/1999 - 04/01/2001
LIMITS: $5,000,000 Employee Theft
5,000,000 Premises
5,000,000 Transit
5,000,000 Depositors Forgery
5,000,000 Computer Theft & Funds Transfer
5,000,000 Money Order & Counterfeit Currency
5,000,000 Credit Card Forgery
DEDUCTIBLE: None Money Order & Counterfeit Currency
None Credit Card Forger
10,000 All Other Coverages
CANCELLATION: 90 Days
AMENDMENTS: Worldwide Territory Coverage
ERISA Coverage
Student / Volunteer Coverage
Temporary Personnel Extension
Noncompensated Officers Covered As "Employees"
Directors and Trustees Covered As "Employees"
Included as Insured is any Benefit
Program, Employee Benefit Plan, or
program located anywhere in the
world sponsored or administered by
a TTC company.
COMMENTS: Covers TransTechnology Engineered Components, LLC and
TransTechnology Canada Corporation beginning 08/31/99 at
no additional premium.
NET PREMIUM: $20,000
</TABLE>
08/03/00 Page 2
<PAGE> 158
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Directors and Officers Liability
INSURER: Federal Insurance Company (Chubb)
POLICY NUMBER: 8158-77-72
INCEPTION/EXPIRATION: 04/01/1999 - 04/01/2001
LIMITS: $10,000,000 Annual Aggregate, Including Defense Costs
DEDUCTIBLE: -0- Insuring Clause 1 -Per Individual
Director/Officer
$250,000 Insuring Clause 2 - Corporate Reimbursement
250,000 Insuring Clause 3 - Applies only to Defense
Costs and is waived if the claim is resolved without an
indemnity obligation
COMMENTS: Includes a Separate $10 Million Limit for Outside
Directorships in Nonprofit Entities or in Scheduled Entities.
One Year Extended Reporting Period for 65% of Annual
Premium
Continuity Date is 0l-Apr-88
Has Two Year Program Endorsement.
Includes Marital Estate Extension.
Automatic Subsidiary Coverage for Newly Acquired or
Created Companies up to 20% of Total Assets.
Insuring Clause 1: Pays on behalf of Insured Persons losses
that are not indemnified by the Insured Organization.
Insuring Clause 2: Pays on behalf of the Insured Organization
losses for which the Insured Organization indemnifies Insured
Persons.
Insuring Clause 3: Pays on behalf
of any Insured Organization losses
on claims arising from a Wrongful
Act (specifically, Securities
Related Transactions).
Covers TransTechnology Engineered
Components, LLC and TransTechnology
Canada Corporation beginning
08/31/99 at no additional premium.
CANCELLATION: 90 Days
NET PREMIUM: $118,500
</TABLE>
08/03/00 Page 3
<PAGE> 159
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Excess Directors and Officers Liability
INSURER: Zurich American Insurance Company
POLICY NUMBER: DOC 3774037 02
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $10,000,000 Excess of $10MM Primary (Annual Aggregate)
COMMENTS: Pending or Prior Litigation Exclusion is 01-Apr-97
Excess Follow Form of Chubb's D&O
(including Entity Coverage for
Securities Transactions) and
Outside Directorship Liability
Sections
Prior Notice Exclusion
Covers TransTechnology Engineered
Components, LLC and TransTechnology
Canada Corporation beginning
08/31/99
NET PREMIUM: $49,560
</TABLE>
08/03/00 Page 4
<PAGE> 160
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Fiduciary Liability
INSURER: Federal Insurance Company (Chubb)
POLICY NUMBER: 8148-77-72
INCEPTION/EXPIRATION: 04/01/1999 - 04/01/2001
LIMITS: $10,000,000 Annual Aggregate, Including Defense Costs
DEDUCTIBLE: -0- Each Loss, For Non-Indemnifiable Loss
-0- Each Loss, For Indemnifiable Loss
EXTENDED REPORTING: One Year Discovery Period
65% Of Annual Premium
CONTINUITY DATE: 01-Apr-88
CANCELLATION: 60 Days
COMMENTS: Coverage is for any Benefit Program, Employee Benefit Plan,
Insured Plan, or program located anywhere in the world
sponsored, operated, maintained, or administered by a TTC
company.
Covers TransTechnology Engineered
Components, LLC and TransTechnology
Canada Corporation beginning
08/31/99 at no additional premium.
NET PREMIUM: $14,834
</TABLE>
08/03/00 Page 5
<PAGE> 161
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Blanket Travel Accident (Accidental Death and
Dismemberment)
INSURER: Zurich Insurance Company
POLICY NUMBER: GTU 8338450
INCEPTION/EXPIRATION: 04/01/1999 - 04/01/2002
PRINCIPAL SUM: $300,000 Class I, All Directors
"Three (3) times Class II, All Other Employees
Annual Earnings* to
$500,000 max"
*annual earnings excludes commissions, bonuses, and overtime
TOTAL LIMIT OF LIABILITY: $2,500,000 Maximum Payment Per Aircraft Accident
INSURED COMPANIES: This policy covers named divisions and subsidiaries
Breeze-Eastern Breeze Industrial Products
Norco, Inc. Waldes/Industrial Retaining Ring
TCR Corporation ARMC
Palnut TT Engineered Components, LLC
TransTechnology Canada Corporation
Seeger Reno Industria e Comercio Ltda. (Brazil)
Seeger-Orbis GmbH (Germany)
BENEFIT: Principal Sum is payable for a)
death, b) loss of speech and
hearing, or c) loss of two or more
"members" (member means hand, foot,
or eye). Partial benefit is payable
for a) loss of speech or hearing,
b) loss of thumb and index finger,
or c) loss of one "member."
HAZARDS INSURED: Provides 24 hour coverage for accidents occurring while
traveling on TTC business. Traveling means away from the
TTC premises in the employee's city of permanent assignment.
Does not cover commuting between home and work. Covers
"personal deviations" while on business trips (an activity not
reasonably related to business and not incidental to the
business trip).
COMMENTS: Covers TransTechnology Engineered Components, LLC and
TransTechnology Canada Corporation beginning 08/31/99
NET PREMIUM: $3,941 Premium for second annual installment,
which includes the Tinnerman companies
</TABLE>
08/03/00 Page 6
<PAGE> 162
<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Foreign General Liability & Auto Liability
INSURER: ACE American Insurance Co. (formerly CIGNA)
POLICY NUMBER: PHF-054250
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: Commercial General Liability
$1,000,000 Each Accident
1,000,000 Products & Completed Operations Aggregate
1,000,000 Premises Damage Limit (per occurrence)
10,000 Medical Expense Limit (any one person)
Contingent Auto Liability & Physical Damage
$1,000,000 Combined Single Limit for Hired &
Nonowned Autos Excess of any Local
Compulsory Insurance
1,000 Physical Damage for any one Hired Auto
10,000 Physical Damage for Hired Auto in Policy
Period
Employee Benefits Liability Endorsement (Claims Made Form)
$1,000,000 Employee Benefit Programs Negligent Acts,
Per Occurrence and Annual Aggregate
Employers Responsibility Coverage (Foreign WC)
State of Hire Foreign WC Benefits for North Americans
$1,000,000 Employers Liability
250,000 Repatriation (with Executive Assistance)
DEDUCTIBLE: $1,000 Employee Benefit Programs Negligent Acts
-0- All Other Coverages
COMMENTS: Policy Territory is Worldwide Excluding the United State, Its
Territories and Possessions and Puerto Rico.
Policy Jurisdiction is Worldwide.
Excludes Coverage for Aircraft Products.
Foreign WC coverage added 04/01/2000.
NET PREMIUM: $10,621 Foreign Liability
2,607 Foreign WC
-----
$13,228
</TABLE>
08/03/00 Page 7
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Vehicle Liability
INSURER: Travelers Indemnity Company of Illinois
POLICY NUMBER: TJ-CAP-752G3532-TIL-00
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $1,000,000 Bodily Injury and Property Damage
1,000,000 Uninsured Motorists
1,000,000 Underinsured Motorists
5,000 Medical Payments
ACV Owned Autos - Actual Cash Value for Damage
30,000 Hired Autos - Max Value for Physical Damage
DEDUCTIBLE: None Liability
$100 Comprehensive
250 Collision
CANCELLATION: 90 Days
COVERAGES: Provides Drive Other Car Coverage
Covers All Owned and Long-Term Leased Autos
Covers Liability for Hired and Nonowned Autos
Provides Physical Damage Coverage for Hired Autos
RATE PER UNIT: $900 Per unit for auto liability - 39 at inception
245 Per unit for auto physical damage - 39 at
inception
NET PREMIUM: $44,655 Deposit at Inception
</TABLE>
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TransTechnology Corporation
VEHICLE LIABILITY POLICY
Report newly acquired vehicles to obtain a proof of insurance identification
card. This card must be carried in the glove compartment at all times. Call Greg
Johnson (805-497-6200) to report changes in owned or leased vehicles.
The TransTechnology business auto policy provides these coverages:
- Liability
- Owned Vehicles. We have liability coverage (both bodily injury
and property damage) for accidents involving owned vehicles.
- Hired (Rented) Vehicles in U.S. and Canada Only. The
TransTechnology policy automatically provides liability
insurance for the Corporation when employees use rented
vehicles.
- Nonowned (Employee-Owned) Vehicles. The TT auto policy
protects TT and its subsidiaries from liability suits when
employees use their own cars on company business. IMPORTANT -
THE CORPORATE POLICY PROTECTS THE CORPORATION ONLY. It will
not compensate employees for damage to their own vehicles nor
will it protect employees from claims filed against them
personally.
- Physical Damage
- Owned Vehicles. Owned or leased vehicles are covered for
physical damage loss. They are insured at actual cash value up
to $30,000. The deductible for collision damage is $250.
- Hired (Rented) Vehicles in U.S. and Canada Only. Vehicles are
automatically covered for physical damage by the corporate
auto policy. You do not need to purchase the Collision Damage
Waiver. Rented vehicles are insured at actual cash value up to
$30,000.
- Nonowned (Employee-Owned) Vehicles. TT does not provide
coverage for physical damage to nonowned (employee-owned)
vehicles!
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Commercial General Liability
INSURER: Chubb Custom Insurance Company
POLICY NUMBER: 7947-96-76 CWD
INCEPTION/ 04/01/2000 - 04/01/2001
EXPIRATION:
LIMITS: $2,000,000 General Aggregate For Other Than Products &
Completed Operations
1,000,000 Products and Completed Operations Aggregate Limit
1,000,000 Each Occurrence Limit for Bodily Injury and
Property Damage
1,000,000 Personal and Advertising Injury Limit
1,000,000 Employee Benefit Liability (Claims Made)
50,000 Property Damage to Rented Premises
1,000 Medical Expense
SELF-INSURED $500,000 For Discontinued Operations
RETENTION: 10,000 For Continuing Operations
Nil For Premises Liability
50,000 Employee Benefit Liability (Deductible)
CANCELLATION: 60 Days
POLICY TERMS: This is the third year of a three-year program
Covers occurrences and suits in the U.S., Canada, and Puerto Rico
Claim Handling service is provided by Constitution State
Includes Travel Accident coverage for 13 directors and officers
Defense Costs erode self-insured retention
Defense Costs do not reduce policy limits
REPORTING $193,601,800 Projected revenue - U.S. & Canada
1.40 Rate per $1,000 revenue for first $175M
1.12 Rate per $1,000 revenue above $175M
NET PREMIUM: $265,834 Deposit at Inception
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Primary Umbrella Liability
INSURER: Chubb Insurance Company of New Jersey
POLICY NUMBER: 7975-17-56 CAS
INCEPTION/ 04/01/1998 - 04/01/2001
EXPIRATION:
LIMITS: $20,000,000 Each Occurrence
20,000,000 Aggregate Excess of Scheduled Underlying
SELF-INSURED -0-
RETENTION:
CANCELLATION: 60 Days
POLICY TERMS: Covers Industrial Retaining Ring and TCR beginning 04/01/98.
Covers ARMC beginning 06/29/98.
Covers Norco beginning 07/28/98.
Covers TransTechnology Engineered Components, LLC and
TransTechnology Canada Corporation beginning 08/31/99.
NET PREMIUM: $255,607 Flat three year prepaid
26,793 Flat additional premium for Tinnerman acquisition (1)
--------
$282,400
</TABLE>
(1) Additional premium billed on 04/01/2000. $9,871 of the additional
premium was charged to Tinnerman in FY1999-2000 and $16,922 was charged to
Tinnerman in FY2000-2001.
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Excess Umbrella Liability
INSURER: American Home (National Union)
POLICY NUMBER: 3466936
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $20,000,000 Each Occurrence & Aggregate Excess of Primary
Umbrella
NET PREMIUM: $30,000
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Combined Property and Boiler & Machinery
INSURER: American Guarantee & Liability Insurance Company (Zurich)
POLICY NUMBER: ERP3589392-00
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $467,039,546 Blanket Limit for Real and Personal Property including
Boiler & Machinery, Rental Insurance, Business
Interruption, EDP Media/Equipment
100,000,000 Flood, per occurrence and annual aggregate
100,000,000 Earth Movement excluding California
2,500,000 Earth Movement in California (ARMC)
25,000,000 Accounts Receivable or Valuable Papers
25,000,000 Building Ordinance and Demolition & Increased Cost of
Construction
25,000,000 Newly Acquired Buildings & Personal Property at
locations with sprinklers
5,000,000 Newly Acquired Buildings & Personal Property at
locations without sprinklers
10,000,000 Contingent Business Interruption
10,000,000 Service Interruption
10,000,000 Extra Expense at Scheduled Locations
10,000,000 EDP Reconstruction
5,000,000 Miscellaneous Unnamed Locations
5,000,000 Or 25% of loss for Debris Removal
2,500,000 Expediting Expense
1,000,000 Decontamination Expense
1,000,000 Transit, per conveyance, per disaster
250,000 Leasehold Interest
DEDUCTIBLES: $25,000 All Perils, Except
24 Hrs + $25K Service Interruption
50,000 Flood & Earth Movement (excluding CA)
250,000 Flood & Sewer Backup at Millburn, NJ
5% of values Earth Movement in CA (subject to $100,000 min)
NET PREMIUM: $268,000 Property Premium
11,913 California Earth Movement
--------
$279,913 Total Premium
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Marine Cargo
INSURER: Liberty Mutual - GRE
POLICY NUMBER: OMC 8059
INCEPTION/EXPIRATION: Continuous Until Canceled
LIMITS: $750,000 Any one Vessel
750,000 Any one Aircraft
1,000 Any one package by Mail or Parcel Post
500,000 Contingent Domestic Transit, including Canada and
Mexico (this is backup
coverage in case the
cargo is supposed to be
insured by another
party, but in fact, is
not)
500,000 Truck Shipments to Mexico
100,000 Location & Exhibition Coverage
DEDUCTIBLE: $100 Per Occurrence
RATES: .07 Per $100 of international sales
REPORTING: Premium adjustable based on annual report of international sales
Estimated shipments at inception = $17,520,000
NET PREMIUM: $12,000 Annual Deposit
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Workers' Compensation
INSURER: The Travelers Indemnity Company
POLICY NUMBER: TC2J-UB-752G351-9-00
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: Statutory Workers' Compensation
$1,000,000 Employers' Liability
PROGRAM FACTORS: Loss Responsive Rating Plan - High Deductible
Policy excludes monopolistic states (e.g., Ohio)
$52,290,232 Estimated payroll at inception
150,000 Deductible, each accident
43,102 State surcharges, deferred until audit
.0911 Rate per $100 of payroll for administrative expense
.2529 Rate per $100 of payroll for deductible premium
1.2899 Rate per $100 of payroll for maximum loss content
10% Loss conversion factor (claim handling fee)
NET PREMIUM: $179,878 Program expenses
38,000 Estimated claim handling fees
385,000 Cash collateral & loss fund
43,102 Deferred surcharges (due 18 mos after inception)
--------
$645,980
</TABLE>
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<TABLE>
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<S> <C>
TransTechnology Corporation
COVERAGE: Excess Difference in Conditions - Earthquake (at ARMC only)
INSURER: Clarendon National
POLICY NUMBER: EQ98000944
INCEPTION/EXPIRATION: 04/18/2000 - 04/01/2001
LIMITS: $7,500,000 Policy Limit, per occurrence and annual aggregate;
EXCESS of $2.5 MM Primary (see Property policy)
250,000 Pollution Cleanup & Removal, per occurrence and
annual aggregate
DEDUCTIBLE: This is an excess policy. The primary Property policy from Zurich
(page 13) sets the deductible for Earthquake coverage.
COMMENTS: Insures Earthquake at City of Industry, CA location only
Covers personal property, business interruption, EDP, extra expense
Valuation is Replacement Cost.
Does NOT cover Buildings
Does NOT cover Building Ordinance
Does NOT cover Earthquake Sprinkler Leakage (see Property policy)
PREMIUM: $19,060 Prorated premium
150 CAT fee
-------
$19,210
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Corporation
COVERAGE: Flood (at Norco only)
INSURERS: Travelers
National Flood Insurance Program
POLICY NUMBER: 2-5658-1440-5 (Travelers)
1933015842 (National Flood Insurance Program)
INCEPTION/EXPIRATION: 09/30/1999 - 09/30/2000 (Travelers)
10/24/1999 - 10/24/2000 (NFIP)
LIMITS: $500,000 Building
500,000 Contents
COMMENTS: Travelers policy covers building at 141 Ethan Allen Highway
NFIP policy covers building at 139 Ethan Allen Highway
NET PREMIUM: $4,744 (Travelers)
4,744 (NFIP)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Canada Corporation
COVERAGE: Vehicle Liability (Canada only)
INSURER: Travelers Casualty & Surety Company of Canada
POLICY NUMBER: 232D0323
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $1,000,000 Bodily Injury and Property Damage
DEDUCTIBLE: None Liability
$1,000 Comprehensive & Collision for owned autos
500 Comprehensive & Collision for hired autos
NET PREMIUM: C$3,939 Deposit at Inception
US$2,805 Premium in US$ at inception exchange rate
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
TransTechnology Canada Corporation
COVERAGE: Commercial General Liability (Canada only)
INSURER: Travelers Casualty & Surety Company of Canada
POLICY NUMBER: 232D0335
INCEPTION/EXPIRATION: 04/01/2000 - 04/01/2001
LIMITS: $2,000,000 General Aggregate for other than Products
& Completed Operations
1,000,000 Each Occurrence Limit for Bodily Injury
and Property Damage
1,000,000 Personal and Advertising Injury Limit
50,000 Property Damage to Rented Premises
1,000 Medical Expense
1,000,000 Employee Benefits Liability (Claims Made)
Retroactive date = August 1, 1999
DEDUCTIBLE: $1,000 Each Employee for Employee Benefits
Liability
NET PREMIUM: C$1,200 Deposit at Inception
US$880 Premium in US$ at inception exchange rate
</TABLE>
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<PAGE> 175
SCHEDULE 6.6
------------
LITIGATION
----------
NONE
<PAGE> 176
SCHEDULE 9.6
------------
DISPOSITION OF ASSETS
---------------------
REAL ESTATE FROM DISCONTINUED OPERATIONS
----------------------------------------
Union, New Jersey Real Estate
Glen Head, New York Real Estate
Placerita, California Real Estate
Wyoming, Illinois Real Estate
<PAGE> 177
SCHEDULE 9.11
-------------
INVESTMENTS
-----------
As of July 30, 2000
1. ELECSYS INCORPORATED
Notes $3,269,869
Warrant $3,170,000
----------
Total $6,439,869
2.
NUMBER
COMPANY NAME OF SHARES TYPE
------------ --------- ----
Textron 100 Common
SPS Technologies, Inc. 100 Common
Fairchild Corp. 100 Common
Illinois Tool Works 100 Common
Penn Engineering & Manufacturing Corp. 100 Common
Federal Screw Works 100 Common
Chicago Rivet & Machine Co. 100 Common
Black & Decker 100 Common
Dev Tech Corp 100 Common
<PAGE> 178
SCHEDULE 9.12
-------------
CONTINGENT OBLIGATIONS
----------------------
1. Currency Hedges - TransTechnology Corporation Forward Contracts for sale of
DM executed 9-17-99 and maturing on 9-18-00 and sale of Sterling executed
on 10-23-99 with contract maturity date of 10-23-00.
2. TransTechnology Interest Rate Swap Agreements effective 5-4-99 and 3-3-00
with maturity dates 5-4-02 and 3-3-03, respectively.
3. Currency Hedges - Seeger-Orbis Forward Contracts for future payments to
TransTechnology (GB) Limited purchase of Sterling executed on 2-18-00,
2-22-00 and 3-13-00 with contract maturity dates on 9-6-00, 9-7-00,
10-6-00, 11-7-00, 12-7-00, 1-5-01, 2-6-01, 3-6-01, and 4-6-01.
4. TransTechnology (GB) Limited Foreign Currency Forward Contracts for sale of
Euros for sterling with contract maturity dates from 8-31-99 through
1-15-01 and sale of dollars for sterling with contract maturity dates from
9-11-00 through 12-11-00.
6. ISDA Master Agreement between The Company and Bank One, N.A.
7. TransTechnology Corporation guaranty of debts and liabilities of
TransTechnology (GB) Limited and Ellison Holdings Ltd. (through November
31, 2000)
8. TransTechnology Corporation guaranty of Altersteilzeit Pension Plan
(Seeger-Orbis).
9. Earnout Agreement with the Sellers under acquisition agreements for:
a. Aerospace Rivet Manufacturers Corporation;
b. NORCO, Inc.; and
c. Ellison Holdings plc
<PAGE> 179
SCHEDULE 9.13
-------------
MANAGEMENT FEES AND COMPENSATION
--------------------------------
1. Consulting Agreement between The Company and John Dalton (director).
