EXHIBIT 10.50
AMENDMENT AGREEMENT NO. 6 TO CREDIT AGREEMENT AND
AMENDMENT NO. 6 TO FORBEARANCE AGREEMENT
This AMENDMENT AGREEMENT NO. 6 TO CREDIT AGREEMENT AND AMENDMENT NO. 6
TO FORBEARANCE AGREEMENT, dated as of April 3, 2002 (this "Agreement"), is by
and among (a) TransTechnology Corporation ("TransTechnology"), TransTechnology
Xxxxxx-Orbis GmbH ("GmbH") and TransTechnology (GB) Limited ("Limited", together
with TransTechnology and GmbH, the "Borrowers"), (b) Fleet National Bank ("FNB")
and the other lending institutions listed on Schedule 1 to the Credit Agreement
(as hereinafter defined) (collectively, the "Lenders"), (c) FNB, acting through
its London Branch, as Sterling Fronting Bank (the "Sterling Fronting Bank"), (d)
FNB, as issuing bank for Letters of Credit (in such capacity, the "Issuing
Bank"), and (e) FNB as Administrative Agent for the Lenders, the Sterling
Fronting Bank and the Issuing Bank (in such capacity, the "Administrative
Agent").
WHEREAS, the Borrowers, the Lenders, the Sterling Fronting Bank, the
Issuing Bank, ABN AMRO Bank N.V., as Syndication Agent, Bank One, NA, as
Documentation Agent, and the Administrative Agent are parties to that certain
Second Amended and Restated Credit Agreement dated as of June 30, 1995, and
amended and restated as of July 24, 1998, as further amended and restated as of
August 31, 1999, as amended by that certain Consent and Amendment Agreement No.
1 dated as of August 21, 2000, as further amended by that certain Amendment
Agreement No. 2 dated as of December 29, 2000, as further amended by that
certain Amendment Agreement No. 3 dated as of January 31, 2001, as further
amended by that certain Consent, Amendment Agreement No. 4 to Credit Agreement
and Amendment No. 3 to Forbearance Agreement dated as of December 4, 2001 (the
"December 2001 Amendment"), and as further amended by that certain Consent,
Amendment Agreement No. 5 to Credit Agreement and Amendment No. 4 to Forbearance
Agreement dated as of January 31, 2002 (the "January 2002 Amendment") (as so
amended and restated, the "Credit Agreement"). Capitalized terms used herein
unless otherwise defined shall have the respective meanings set forth in the
Credit Agreement;
WHEREAS, pursuant to that certain Forbearance and Waiver Agreement
dated as of March 29, 2001, as amended by that certain Consent and Amendment to
Forbearance Agreement dated as of June 25, 2001, as further amended by that
certain Consent and Amendment No. 2 to Forbearance Agreement dated as of
September 27, 2001, as further amended by the December 2001 Amendment, as
further amended by the January 2002 Amendment, and as further amended by that
certain Amendment No. 5 to Forbearance Agreement dated as of March 27, 2002 (as
so amended, the "Forbearance Agreement"), by and among the Borrowers, the
Lenders, the Sterling Fronting Bank, and the Administrative Agent, the Lenders
and the Administrative Agent agreed to forbear from (a) exercising their rights
and remedies under the Credit Agreement and the other Loan Documents to collect
the indebtedness of the Borrowers to the Administrative Agent and the Lenders
under the Credit Agreement and the other Loan Documents and (b) ceasing to
make Revolving Credit Loans or International Facility Loans or to issue, extend
or renew Letters of Credit;
WHEREAS; pursuant to the terms of the Forbearance Agreement the
forbearance period will end on April 3, 2002;
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent extend such forbearance period;
WHEREAS, the Lenders and the Administrative Agent are willing to extend
the forbearance period, but only on the terms and subject to the conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto hereby agree as follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT. Section 2.10 of the Credit
Agreement is hereby amended by replacing the last sentence thereof with the
following:
"As of April 1, 2002 the Total Revolving Credit Commitment is
Thirty-Six Million Two Hundred Fifty-Seven Thousand Dollars
($36,257,000) and if it has not already been reduced to such amount or
a lower amount, the Total Revolving Credit Commitment shall be reduced
to Twenty-Eight Million Dollars ($28,000,000) on June 25, 2002."
SECTION 2. AMENDMENT TO FORBEARANCE AGREEMENT.
(a) Section 1 of the Forbearance Agreement is amended by
replacing such section in its entirety with the following:
"SECTION 1. FORBEARANCE AGREEMENT. Subject to the terms and
conditions set forth herein, each of the Administrative Agent and the
Lenders agrees to forbear from (a) exercising their rights and remedies
under the Credit Agreement and the other Loan Documents to collect the
indebtedness of the Borrowers to the Administrative Agent and the
Lenders under the Credit Agreement and the other Loan Documents, and
(b) ceasing to make Revolving Credit Loans or International Facility
Loans or to issue, extend or renew Letters of Credit until that date
(the "Forbearance Termination Date") which is the earliest to occur of
(i) the failure after the date hereof of the Borrowers and their
Subsidiaries to comply with any of the terms or conditions set forth in
the Credit Agreement and/or the other Loan Documents, other than the
failure to comply with the provisions of Sections 11.1 - 11.5 of the
Credit Agreement for the period commencing on January 1, 2001 and
ending on September 25, 2002 (the "Specified Defaults"), (ii) the
occurrence after the date hereof of any Default or Event of Default,
other than a Specified Default, (iii) maximum amount outstanding under
the Credit Agreement any time during the last week of June, 2002
exceeding an amount equal to (a) the lesser of (1) Twenty Eight Million
Dollars ($28,000,000) and (2) the then
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existing Total Revolving Credit Commitment minus (b) Three Million Five
Hundred Thousand Dollars ($3,500,000), (iv) the failure of the
Borrowers after the date hereof to comply with the financial covenants
set forth in Section 3(a) hereof, (v) the failure of the Borrowers and
the holders of the Senior Subordinated Loans to have entered into an
agreement by June 25, 2002 whereby the holders of the Senior
Subordinated Loans consent to a refinancing of the Obligations and
effective with a refinancing of the Obligations the parties otherwise
agree to modify the terms of the Senior Subordinated Loans in a manner
which the Administrative Agent reasonably believes will allow the
Borrowers to refinance the Obligations, (vi) the failure of the
Borrowers or their Subsidiaries to comply with any term set forth in
this Agreement, (vii) the date on which the Administrative Agent
determines that a material adverse change in the business, assets,
financial condition or prospects of the Borrowers and their
Subsidiaries, taken as a whole, has occurred, (viii) the date that the
Borrowers, any of their Subsidiaries or any Affiliate of the Borrowers
shall commence any litigation or other proceeding against the
Administrative Agent or any Lender or any Affiliate of the
Administrative Agent or any Lender in connection with or related to any
of the transactions contemplated by the Credit Agreement, the other
Loan Documents, this Agreement or any documents, agreements or
instruments executed in connection with any of the foregoing, (ix) the
date that any holder of Subordinated Debt takes any action in
enforcement of its rights under such Subordinated Debt, or any "Event
of Default" under and as defined in any instrument evidencing any such
Subordinated Debt shall have occurred, the effect of which would be to
permit the holder of such Subordinated Debt to accelerate such
Subordinated Debt, and (x) September 25, 2002. On and after the
Forbearance Termination Date, each of the Administrative Agent and the
Lenders shall be free in its sole and absolute discretion to proceed to
enforce any or all of its rights under or in respect of the Credit
Agreement, the other Loan Documents and applicable law, including,
without limitation, (x) the right to require the immediate repayment of
the Loans and the other Obligations in full, (y) the right to require
deposit of cash collateral or the delivery of a letter of credit
reasonably satisfactory to the Administrative Agent in an amount equal
to the then Maximum Drawing Amount of all Letters of Credit in
accordance with Section 5.2(c) of the Credit Agreement, and (z) the
right to cease making Revolving Credit Loans or International Facility
Loans, or issuing, extending or renewing Letters of Credit."
(b) The Forbearance Agreement is hereby amended by replacing
Section 3(a) with the following:
"(a) Financial Covenants. During the period beginning on April
30, 2002 and ending on the Forbearance Termination Date, at no time
shall Modified Consolidated EBITDA as of the last day of each month be
less than the amount set forth on Schedule 3(a)(1) attached hereto for
such period. As used herein "Modified Consolidated EBITDA" shall mean
Consolidated EBITDA (excluding the operations of all entities other
than
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Breeze Eastern, NORCO, and TCR Corporation), with "Reference Periods"
beginning on April 1, 2002 and ending on the last day of each month,
plus the forbearance fees paid to the Lenders pursuant to Section 10
hereof during such period plus the expenses incurred in accordance with
Sections 3(g) and (i) hereof during such period. During the period
beginning on April 1, 2002 and ending on the Forbearance Termination
Date, TransTechnology will not make, or permit any Subsidiary of
TransTechnology to make Capital Expenditures during the period from
April 1, 2002 and through the end of each month that exceed the amount
set forth on Schedule 3(a)(2) attached hereto. The Borrowers shall
deliver to the Administrative Agent and the Lenders evidence of
compliance with this paragraph (a) simultaneously with the delivery of
the monthly financial statements required by Section 9.4(d) of the
Credit Agreement."
(c) Schedule 3(a) of the Forbearance Agreement is deleted in
its entirety and replaced with Schedule 3(a)(1) attached hereto.
(d) Schedule 3(a)(2) attached hereto is hereby added to the
Forbearance Agreement as Schedule 3(a)(2).
(e) Schedule 6(a) of the Forbearance Agreement is deleted in
its entirety and replaced with Schedule 6(a) attached hereto.
(f) Section 10 of the Forbearance Agreement is amended by
adding at the end thereof the following new sub paragraphs:
"(g) An additional forbearance fee on April 3, 2002, equal to
one percent (1%) of the Total Revolving Credit Commitment;
(h) An additional forbearance fee on June 26, 2002, equal to
one percent (1%) of the Total Revolving Credit Commitment; and
(i) An additional forbearance fee on September 25, 2002, equal
to two percent (2%) of the Total Revolving Credit Commitment."
(g) The Forbearance Agreement is amended by replacing Section
10.A with the following:
"SECTION 10.A. BORROWING TO PAY SUBDEBT INTEREST.
TransTechnology hereby agrees to pay to the Administrative Agent, for
the pro-rata benefit of each Lender:
(a) A fee equal to One Hundred Thousand Dollars
($100,000) (representing four percent (4%) of Two
Million Five Hundred Thousand Dollars ($2,500,000)
(the "October 2001 Subdebt Interest Payment Amount")
which is the amount equal to the interest payment due
on the Senior Subordinated Loans on October 1, 2001
rounded to the nearest $100,000). At all times after
October 1, 2001, a portion of the Loans equal
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to the October 2001 Subdebt Interest Payment Amount
shall bear interest (payable monthly in arrears on
each Interest Payment Date) at an annual rate equal
to twenty five percent (25%).
(b) On April 3, 2002, a fee equal to One Hundred Thousand
Dollars ($100,000) (representing four percent (4%) of
Two Million Five Hundred Thousand Dollars
($2,500,000) (the "April 2002 Subdebt Interest
Payment Amount") which is the amount equal to the
interest payment due on the Senior Subordinated Loans
on April 1, 2002 rounded to the nearest $100,000). At
all times after April 1, 2002, a portion of the Loans
equal to the sum of (1) the October 2001 Subdebt
Interest Payment Amount, and (2) the April 2002
Subdebt Interest Payment Amount shall bear interest
(payable monthly in arrears on each Interest Payment
Date) at an annual rate equal to twenty five percent
(25%).
(c) On July 1, 2002, a fee equal to One Hundred Four
Thousand Dollars ($104,000) (representing four
percent (4%) of Two Million Six Hundred Thousand
Dollars ($2,600,000) (the "July 2002 Subdebt Interest
Payment Amount") which is the amount equal to the
interest payment due on the Senior Subordinated Loans
on July 1, 2002 rounded to the nearest $100,000). At
all times after July 1, 2002, a portion of the Loans
equal to the sum of (1) the October 2001 Subdebt
Interest Payment Amount, (2) the April 2002 Subdebt
Interest Payment Amount, and (3) the July 2002
Subdebt Interest Payment Amount shall bear interest
(payable monthly in arrears on each Interest Payment
Date) at an annual rate equal to twenty five percent
(25%)."
(h) The Forbearance Agreement shall be deemed amended to
include capitalized defined terms used in this Agreement to the extent
not defined in the Forbearance Agreement.
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of the
amendments to the Credit Agreement and the Forbearance Agreement contained in
Section 1 and Section 2 of this Agreement shall be conditioned upon the
satisfaction of the following conditions precedent:
SECTION 3.1. DELIVERY OF DOCUMENTS.
(a) This Agreement shall have been executed and delivered to the
Administrative Agent by each of the Borrowers, each of the Guarantors, and the
requisite number of the Lenders.
(b) The Borrowers and the holders of the Senior Subordinated Loans
shall have executed and delivered to the Administrative Agent an agreement in
the form of Exhibit A hereto.
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Section 3.2. Legality of Transaction. No change in applicable law shall
have occurred as a consequence of which it shall have become and continue to be
unlawful on the date this Agreement is to become effective (a) for the
Administrative Agent or any Lender to perform any of its obligations under any
of the Loan Documents or (b) for any of the Borrowers to perform any of its
agreements or obligations under any of the Loan Documents.
Section 3.3. Performance. Each of the Borrowers shall have duly and
properly performed, complied with and observed in all material respects its
covenants, agreements and obligations contained in the Loan Documents required
to be performed, complied with or observed by it on or prior to the date this
Agreement is to become effective. Except for the Specified Defaults (as defined
in the Forbearance Agreement), no event shall have occurred on or prior to the
Effective Date, and be continuing, and no condition shall exist on the Effective
Date, which constitutes a Default or Event of Default.
Section 3.4. Proceedings and Documents. All corporate, governmental and
other proceedings in connection with the transactions contemplated by this
Agreement and all instruments and documents incidental thereto shall be in form
and substance reasonably satisfactory to the Administrative Agent and the
Administrative Agent shall have received all such counterpart originals or
certified or other copies of all such instruments and documents as the
Administrative Agent shall have reasonably requested.
Section 3.5. Payment of Legal Expenses. The Administrative Agent shall
have received the payment in cash of all outstanding legal fees incurred by the
Administrative Agent.
Section 4. Representations and Warranties. Each of the Borrowers hereby
represents and warrants to the Lenders as follows:
(a) Except as set forth on Schedule 6(a) to the Forbearance Agreement,
the representations and warranties of such Borrower and of each Guarantor
contained in the Credit Agreement, the Forbearance Agreement and the other Loan
Documents to which such Borrower or Guarantor, as the case may be, is a party
were true and correct in all material respects when made and continue to be true
and correct in all material respects on the date hereof, except that the
financial statements and projections referred to in the representations and
warranties contained in the Credit Agreement shall be the financial statements
and projections of TransTechnology and its Subsidiaries most recently delivered
to the Administrative Agent, and except as such representations and warranties
are affected by the transactions contemplated hereby;
(b) The execution, delivery and performance by such Borrower of this
Agreement and the consummation of the transactions contemplated hereby: (i) are
within the corporate powers of such Borrower and have been duly authorized by
all necessary corporate action on the part of such Borrower, (ii) do not require
any approval or consent of, or filing with, any governmental agency or
authority, or any other person, association or entity, which bears on
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the validity or enforceability of this Agreement and which is required by law or
any regulation or rule of any agency or authority, or other person, association
or entity, (iii) do not violate any provisions of any order, writ, judgment,
injunction, decree, determination or award presently in effect in which such
Borrower is named, any law, regulation or rule binding on or applicable to such
Borrower or any provision of the charter documents or by-laws of such Borrower,
(iv) do not result in any breach of or constitute a default under any agreement
or instrument to which such Borrower is a party or to which it or any of its
properties are bound, including without limitation any indenture, credit or loan
agreement, lease, debt instrument or mortgage, except for such breaches and
defaults which would not have a material adverse effect on such Borrower and its
Subsidiaries taken as a whole, and (v) do not result in or require the creation
or imposition of any mortgage, deed of trust, pledge or encumbrance of any
nature upon any of the assets or properties of such Borrower;
(c) This Agreement, the Credit Agreement and the Forbearance Agreement
(as amended hereby) constitute the legal, valid and binding obligations of such
Borrower, enforceable against such Borrower in accordance with their respective
terms, provided that (i) enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
affecting the rights and remedies of creditors, and (ii) enforcement may be
subject to general principles of equity, and the availability of the remedies of
specific performance and injunctive relief may be subject to the discretion of
the court before which any proceeding for such remedies may be brought; and
(d) As of the date hereof, no "Event of Default" under and as defined
in any instrument evidencing any Subordinated Debt has occurred.
Section 5. Payment of Interest Under Subordinated Loan Agreement. The
Borrowers hereby agree that before paying the July 2002 Subdebt Interest Payment
Amount to the holders of the Senior Subordinated Loans, the Revolving Credit
Availability shall be at least Three Million Five Hundred Thousand Dollars
($3,500,000).
Section 6. Reaffirmation. Except as modified hereby, the Borrowers
hereby reaffirm in all respects all the covenants, agreements, terms and
conditions of the Credit Agreement, the Forbearance Agreement and the other Loan
Documents which are incorporated in full herein by reference, and all terms,
conditions and provisions thereof shall remain in full force and effect.
Section 7. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by each party on a separate counterpart, each of
which when so executed and delivered shall be an original, but all of which
together shall constitute one instrument. In proving this Agreement, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.
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Section 8. Release. In order to induce the Administrative Agent and the
Lenders to enter into this Agreement, each Borrower acknowledges and agrees
that: (i) no Borrower has any claim or cause of action against the
Administrative Agent or any Lender (or any of its respective directors,
officers, employees or agents); (ii) no Borrower has any offset right,
counterclaim or defense of any kind against any of their respective obligations,
indebtedness or liabilities to the Administrative Agent or any Lender; and (iii)
each of the Administrative Agent and the Lenders has heretofore properly
performed and satisfied in a timely manner all of its obligations to each
Borrower. The Borrowers wish to eliminate any possibility that any past
conditions, acts, omissions, events, circumstances or matters would impair or
otherwise adversely affect any of the Administrative Agent's and the Lenders'
rights, interests, contracts, collateral security or remedies. Therefore, each
Borrower unconditionally releases, waives and forever discharges (A) any and all
liabilities, obligations, duties, promises or indebtedness of any kind of the
Administrative Agent or any Lender to any Borrower, except the obligations to be
performed by the Administrative Agent or any Lender on or after the date hereof
as expressly stated in this Agreement, the Credit Agreement, the Forbearance
Agreement (as amended hereby) and the other Loan Documents, and (B) all claims,
offsets, causes of action, suits or defenses of any kind whatsoever (if any),
whether arising at law or in equity, whether known or unknown, which any
Borrower might otherwise have against the Administrative Agent, any Lender or
any of its directors, officers, employees or agents, in either case (A) or (B),
on account of any condition, act, omission, event, contract, liability,
obligation, indebtedness, claim, cause of action, defense, circumstance or
matter of any kind existing as of the date hereof, or occurring prior to the
date hereof.
Section 9. Effective Date. This Agreement shall be deemed to be
effective as of the date set forth above upon the satisfaction of the conditions
precedent set forth in Section 3 hereof (the "Effective Date").
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
Agreement No. 6 to Credit Agreement and Amendment No. 6 to Forbearance Agreement
as a sealed instrument as of the date first set forth above.
TRANSTECHNOLOGY CORPORATION
By: /s/Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, CFO &
Treasurer
TRANSTECHNOLOGY XXXXXX-ORBIS GmbH
By: /s/Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
TRANSTECHNOLOGY (GB) LIMITED
By: /s/Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Director
By: /s/Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
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FLEET NATIONAL BANK,
individually, as Administrative Agent and
as Sterling Fronting Bank
By: /s/Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Workout Officer
ABN AMRO BANK N.V., individually and as
Syndication Agent
By: /s/Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Group Senior Vice President
By: /s/Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Group Vice President
BANK ONE, NA, individually and as
Documentation Agent
By: /s/Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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KEY CORPORATE CAPITAL INC.
By: /s/Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
COMERICA BANK
By: /s/Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Vice President
DRESDNER BANK, AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By: /s/Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
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The Guarantors under (and as defined in) the Subsidiary Guaranty hereby
acknowledge that they have read and are aware of the provisions of this
Agreement and hereby reaffirm their absolute and unconditional guaranty of the
Borrowers' payment and performance of their obligations to the Lenders and the
Administrative Agent under the Credit Agreement as affected hereby.
TRANSTECHNOLOGY ENGINEERED RINGS USA, INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
RETAINERS, INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
RANCHO TRANSTECHNOLOGY CORPORATION
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
TRANSTECHNOLOGY SYSTEMS & SERVICES, INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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SSP INDUSTRIES
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, CFO &
Treasurer
SSP INTERNATIONAL SALES, INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, CFO &
Treasurer
TRANSTECHNOLOGY INTERNATIONAL INC.
(F/K/A TRANSTECHNOLOGY XXXXXX INC.)
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
XXXXXX INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
TCR CORPORATION
By: /s/Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman of the Board
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AEROSPACE RIVET MANUFACTURERS CORPORATION
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, CFO &
Treasurer
NORCO, INC.
By: /s/Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman of the Board
XXXXXXX RING & WASHER INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
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