AGREEMENT AND PLAN OF MERGER between TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. and TRANSPORTATION ACQUISITION I CORP. Dated as of January 28, 2000Merger Agreement • February 3rd, 2000 • Transportation Technologies Industries Inc • Railroad equipment • Delaware
RECITALSShare Purchase Agreement • June 22nd, 1999 • Transportation Technologies Industries Inc • Railroad equipment • Delaware
By and Among HITACHI METALS AMERICA, LTD., WARD MANUFACTURING, INC., GUNITE CORPORATION AND GUNITE ACQUISITION CORP. For the Purchase of Substantially All of the Assets of THE EMI COMPANY DIVISION OF WARD MANUFACTURING, INC.Asset Purchase Agreement • May 17th, 1999 • Johnstown America Industries Inc • Railroad equipment • Pennsylvania
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT DATED AS OF OCTOBER 4, 1995 BETWEEN TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. AND BANKBOSTON, N.A., AS RIGHTS AGENT AMENDMENT NO. 1 DATED AS OF JANUARY 28, 2000, TO THE RIGHTS AGREEMENT (THE "RIGHTS...Rights Agreement • February 18th, 2000 • Transportation Technologies Industries Inc • Railroad equipment • Delaware
EMPLOYMENT AGREEMENT FOR THOMAS M. BEGEL AGREEMENT made effective as of the 1st day of July 1999, between Transportation Technologies Industries, Inc., a Delaware corporation (the "Company"), and Thomas M. Begel (the "Executive"). WHEREAS, the...Employment Agreement • August 13th, 1999 • Transportation Technologies Industries Inc • Railroad equipment • Delaware
February 3, 2000 Dear Stockholder: On behalf of the Board of Directors of Transportation Technologies Industries, Inc. (the "Company"), I am pleased to inform you that the Company has entered into an Agreement and Plan of Merger, dated as of January...Merger Agreement • February 3rd, 2000 • Transportation Technologies Industries Inc • Railroad equipment
On behalf of the Board of Directors of Transportation Technologies Industries, Inc. (the "Company"), I am pleased to inform you that the Company has entered into an Agreement and Plan of Merger, dated as of January 28, 2000 (the "Merger Agreement"), with Transportation Acquisition I Corp. ("Acquisition"), a company formed by an investor group led by members of senior management of the Company, including myself and Andrew M. Weller, our President and Chief Operating Officer. The Merger Agreement provides for the acquisition of the Company by the management investor group.
Exhibit 10.22 AMENDMENT NO 3, CONSENT AND WAIVER dated as of August 4, 1997 (this "Amendment"), to the Credit Agreement dated as of August 23, 1995, as amended by Amendment No. 1 thereto dated as of December 31, 1995, and Amendment No. 2 thereto dated...Credit Agreement • October 17th, 1997 • Johnstown America Industries Inc • Railroad equipment • New York
RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the "Agreement") is entered into as of February 1, 1999 (the "Grant Date") by and between Johnstown America Industries, Inc., a Delaware corporation (the "Company") and [ ] (the "Grantee")....Restricted Stock Agreement • March 26th, 1999 • Johnstown America Industries Inc • Railroad equipment • Delaware
CONFORMED COPY CREDIT AGREEMENT DATED AS OF APRIL 29, 1999Credit Agreement • May 17th, 1999 • Johnstown America Industries Inc • Railroad equipment • New York
DEFERRED COMPENSATION AGREEMENT BETWEEN JOHNSTOWN AMERICA INDUSTRIES, INC. AND XXXDeferred Compensation Agreement • March 26th, 1998 • Johnstown America Industries Inc • Railroad equipment • Illinois
ASSET PURCHASE AGREEMENT Dated as of March 22, 1999 For the Purchase of Substantially all of the Assets of IMPERIAL FABRICATING COMPANY OF TENNESSEE, INC. and FLEET DESIGN, INC. by JOHNSTOWN AMERICA INDUSTRIES. INC. and its Subsidiary IMPERIAL GROUP...Asset Purchase Agreement • May 17th, 1999 • Johnstown America Industries Inc • Railroad equipment • Delaware
EMPLOYMENT AGREEMENT FOR JAMES D. CIRAR AGREEMENT made effective as of the 28th day of January 2000, among Gunite Corporation ("Gunite"), Transportation Technologies Industries, Inc., a Delaware corporation (the "Company"), and James D. Cirar (the...Employment Agreement • February 18th, 2000 • Transportation Technologies Industries Inc • Railroad equipment
Employment Agreement for James D. CirarEmployment Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Delaware
THIS EMPLOYMENT AGREEMENT made effective as of the 2nd day of August, 2004 (the “Effective Date”), between Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and James D. Cirar (the “Executive”);
AMENDMENT No. 2, dated as of December 31, 1996 (this "Amendment"), to the Credit Agreement dated as of August 23, 1995 (the "Credit Agreement"), as amended by Amendment No. 1 thereto dated as of December 31, 1995, among Johnstown America Industries,...Credit Agreement • March 20th, 1997 • Johnstown America Industries Inc • Railroad equipment • New York
SUPPLEMENTAL LIFE INSURANCE AGREEMENT THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT is made in Chicago, Illinois; as of the ____ day of _______, 199_, by and between JOHNSTOWN AMERICA INDUSTRIES, INC. (the "Corporation"), a Delaware corporation, and...Supplemental Life Insurance Agreement • March 20th, 1997 • Johnstown America Industries Inc • Railroad equipment
RECITALSBond Guaranty Agreement • May 17th, 1999 • Johnstown America Industries Inc • Railroad equipment • Alabama
BOND GUARANTY AGREEMENT Dated March 1, 1999 by BOSTROM SEATING, INC. in favor of NBD BANK As TrusteeBond Guaranty Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Alabama
THIS BOND GUARANTY AGREEMENT dated March 1, 1999 is entered into by BOSTROM SEATING, INC. (herein collectively the “Guarantor”) for the benefit of NBD BANK, a banking corporation with its principal place of business in Detroit, Michigan (the “Trustee”), as trustee under the Indenture referred to below.
REMARKETING AGENT AGREEMENT among BOSTROM SEATING, INC. as User THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT as Issuer And MERCHANT CAPITAL, L.L.C. as Remarketing Agent Dated March 1, 1999Remarketing Agent Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories
This Remarketing Agent Agreement (the “Remarketing Agreement”) is made and entered into by the undersigned BOSTROM SEATING, INC., THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT, and MERCHANT CAPITAL, LLC., as of March 1, 1999. For and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows:
12.5% Senior Subordinated Notes due 2010, Series A 12.5% Senior Subordinated Notes due 2010, Series BIndenture • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
INDENTURE, dated as of May 21, 2004, among Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), each of the GUARANTORS (as defined herein) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
Form of] Thomas M. Begel Transportation Technologies Industries, Inc. Stock Option AgreementStock Option Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into this day of August, 2004 by and between Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and Thomas M. Begel (the “Option Holder”).
ANDREW M. WELLER RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into as of August 2, 2004 (the “Grant Date”) by and between Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”) and Andrew M. Weller (the “Grantee”).
WARRANT AGREEMENT Dated as of March 9, 2000 By and Between TRANSPORTATION ACQUISITION I CORP. and FIRST UNION NATIONAL BANK as Warrant Agent Warrants to Purchase Common Stock, Par Value $0.01 Per ShareWarrant Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
WHEREAS, the Company has entered into a purchase agreement (the “Purchase Agreement”) dated as of March 9, 2000 by and among the Company, Transportation Technologies Industries, Inc. (“TTII”), a Delaware corporation, the Guarantors named therein, CIBC Inc. (“CIBC”) and First Union Investors Inc. (“FUSI”) (each a “Purchaser” and collectively, the “Purchasers”) in which the Company and TTII have agreed to issue and sell to the Purchasers $125,000,000 aggregate principal amount of Senior Subordinated Increasing Rate Notes due 2008 (the “Notes”) of TTII, along with 198,529 Warrants (the “Warrants”), each Warrant initially entitling the holder thereof to purchase 1.240312 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) at a price equal to $0.01 per share. Upon the consummation of the merger of the Company with and into TTII, with TTII as the surviving corporation, (the “Merger”), pursuant to the Agreement and Plan of Merger dated as of January 28, 2000
FORM OF] SERIES D PREFERRED STOCK CANCELLATION AGREEMENTSeries D Preferred Stock Cancellation Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
THIS SERIES D PREFERRED STOCK CANCELLATION AGREEMENT, dated as of August , 2004, by and among Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and each of the holders of the Company’s Series D Preferred Stock listed on Schedule I hereto (each, a “Holder” and collectively, the “Holders”).
FORM OF] SERIES A PREFERRED STOCK EXCHANGE AGREEMENTSeries a Preferred Stock Exchange Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. FIRST AMENDMENT AND CONSENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 8th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
This FIRST AMENDMENT AND CONSENT, dated as of July 1, 2004 (this “First Amendment and Consent”), is entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”), the Loan Parties, the Lenders party hereto, and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as a joint lead arranger (in such capacity, a “Joint Lead Arranger”), and as collateral agent (in such capacity, the “Collateral Agent"), and is made with reference to that certain First Lien Credit Agreement dated as of March 16, 2004 (the “Credit Agreement”) and entered into by and among Company, the Lenders party thereto, Lehman Brothers Inc., as joint bookrunner and joint lead arranger, Lehman Commercial Paper Inc., as co-syndication agent, Wachovia Capital Markets, LLC, as joint bookrunner, joint lead arranger, and co-syndication agent and CSFB, as administrative agent, joint bookrunner, joint lead arra
CREDIT AGREEMENT DATED AS OF MARCH 16, 2004 By and Among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, AND LEHMAN BROTHERS INC., as Joint Bookrunner and Joint Lead Arranger, LEHMAN...Credit Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
This CREDIT AGREEMENT (this “Agreement”) is dated as of March 16, 2004 and entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS (each individually referred to herein as a “Lender” and collectively as “Lenders”), LEHMAN BROTHERS INC. (“LBI”), as joint bookrunner, joint lead arranger (in such capacity, a “Joint Lead Arranger”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as co-syndication agent (in such capacity, a “Co-Syndication Agent”), WACHOVIA CAPITAL MARKETS, LLC (“WCM”), as joint bookrunner, joint lead arranger (in such capacity, a “Joint Lead Arranger”), and co-syndication agent (in such capacity, a “Co-Syndication Agent” and together with LCPI, the “Co-Syndication Agents”) and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as joint bookrunner, joint lead a
WARRANT AGREEMENT Dated as of February 28, 2001 By and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., TRANSPORTATION INVESTMENT PARTNERS L.L.C., CARAVELLE INVESTMENT FUND, L.L.C., the PARTIES listed on Schedule A hereto and FIRST UNION NATIONAL BANKWarrant Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
WARRANT AGREEMENT, dated as of February 28, 2001 (the “Agreement”), by and among Transportation Technologies Industries, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Transportation Investment Partners L.L.C., a Delaware limited liability company (“TIP”), Caravelle Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”), the parties listed on Schedule A hereto (the “Management Purchasers”), and First Union National Bank, as warrant agent (the “Warrant Agent”). Certain defined terms used herein are defined in Section 7.01.
FORM OF] AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. AND THE STOCKHOLDERS NAMED HEREIN DATED AUGUST , 2004Stockholders Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Delaware
This Amended and Restated Stockholders’ Agreement (this “Agreement”), dated as of August , 2004, by and among Transportation Investment Partners, L.L.C., a Delaware limited liability company (“TIP”), Caravelle Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”), Albion Alliance Mezzanine Fund, L.P., a Delaware limited partnership (“Albion I”), Albion Alliance Mezzanine Fund II, L.P., a Delaware limited partnership (“Albion II”), CIBC Inc., a Delaware corporation (“CIBC” and, together with TIP, Caravelle, Albion I and Albion II and any of their respective Related Transferees (as defined below) that may become transferees of any Common Stock (as defined below) held by them, the “Institutional Investors”), Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and the persons listed on Exhibit A hereto who now or hereafter become signatories to this Agreement (together with any of their respective Related Transferees that may become t
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • July 8th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
This FIRST AMENDMENT, dated as of July 1, 2004 (this “First Amendment”), is entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”), the Loan Parties, the Lenders party hereto, and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as a joint lead arranger (in such capacity, a “Joint Lead Arranger”), and as collateral agent (in such capacity, the “Collateral Agent”), and is made with reference to that certain Second Lien Credit Agreement dated as of March 16, 2004 (the “Credit Agreement”) and entered into by and among Company, the Lenders party thereto, Lehman Brothers Inc., as joint bookrunner and joint lead arranger, Lehman Commercial Paper Inc., as co-syndication agent, Wachovia Capital Markets, LLC, as joint bookrunner, joint lead arranger, and co-syndication agent and CSFB, as administrative agent, joint bookrunner, joint lead arranger, and collateral ag
WARRANT AGREEMENT Dated as of February 28, 2001 By and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., TRANSPORTATION INVESTMENT PARTNERS L.L.C., CARAVELLE INVESTMENT FUND, L.L.C. and the PARTIES listed on Schedule A heretoWarrant Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
WHEREAS, the Company has entered into a purchase agreement (the “Purchase Agreement”) dated as of February 20, 2001, by and among the Company and the Purchasers, pursuant to which the Company has agreed to issue and sell to the Purchasers an aggregate of 465,116 shares of Common Stock, par value $.01 per share (the “Common Stock”) of the Company at a price equal to $21.50 per share;
FORM OF] SERIES C PREFERRED STOCK EXCHANGE AGREEMENTSeries C Preferred Stock Exchange Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
THIS SERIES C PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”), dated as of August , 2004, is by and between Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and each of the holders of the Company’s Series C Preferred Stock listed on Schedule I hereto (each, a “Holder” and collectively, the “Holders”).
Form of] Transportation Technologies Industries, Inc. Stock Option AgreementStock Option Agreement • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into this day of August, 2004 by and between Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and [ ] (the “Option Holder”).
LEASE AGREEMENT Dated March 1, 1999 By and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT and BOSTROM SEATING, INC.Lease Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories
The machinery, equipment, personal property and fixtures described on Exhibit B attached hereto and all other machinery, equipment, personal property and fixtures acquired with the proceeds of the Bonds or with funds advanced or paid by the User pursuant to this Lease Agreement, together with all personal property and fixtures acquired in substitution therefor or as a renewal or replacement thereof (the “Equipment”).
FORM OF] SUPPLEMENTAL LIFE INSURANCE AGREEMENTSupplemental Life Insurance Agreement • July 8th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories
THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT is made in Chicago, Illinois, as of the day of , 199_, by and between JOHNSTOWN AMERICA INDUSTRIES, INC. (the “Corporation”), a Delaware corporation, and (the “Employee”).
THOMAS M. BEGEL TERMINATION AGREEMENT AND GENERAL RELEASETermination Agreement and General Release • August 11th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Delaware
This Termination Agreement and General Release (this “Agreement”) is made by and between Thomas M. Begel (“Executive”) and Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), as of August 2, 2004 (the “Effective Date”). Executive and the Company may be referred to collectively herein as the “Parties.”
