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WARRANT ESCROW AGREEMENT
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This WARRANT ESCROW AGREEMENT (this "AGREEMENT"), dated as of August
31, 1999, among TransTechnology Corporation, a Delaware corporation or another
Surviving Person in accordance with Section 5.01 of the Warrant Agreement (the
"COMPANY"), State Street Bank and Trust Company, as warrant agent (in such
capacity, the "WARRANT AGENT") and as escrow agent (in such capacity, the
"ESCROW AGENT"), BankBoston, N.A. ("BANKBOSTON") as Administrative Agent (in
such capacity, the "ADMINISTRATIVE AGENT"), for the ratable benefit of the
Holders (as defined below) from time to time.
RECITALS:
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WHEREAS, the Company has entered into a Senior Subordinated Note
Purchase Agreement (the "LOAN AGREEMENT"), dated as of the date hereof, among
the Company, the Lenders party thereto and the Administrative Agent;
WHEREAS, the Company and the Warrant Agent have entered into a Warrant
Agreement dated as of the date hereof (the "WARRANT AGREEMENT") pursuant to
which the Company has agreed to issue on the date hereof the Warrants to be held
by the Escrow Agent and released subject to the terms hereof; and
WHEREAS, the Company and the Administrative Agent desire to appoint the
Escrow Agent as escrow agent for the purpose of receiving, holding and
distributing the Escrowed Property, and the Escrow Agent is willing to serve as
escrow agent, subject to and in accordance with the terms and provisions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. DEFINITIONS; APPOINTMENT; DEPOSIT, REPRESENTATIONS AND COVENANTS;
RELEASE.
1.1. DEFINITIONS. Capitalized terms used herein and not defined shall
have the meanings assigned to them in the Loan Agreement.
"CONTESTING PARTY": see Section 2.7.
"ESCROW ACCOUNT": see Section 1.3(a).
"ESCROWED PROPERTY" shall mean, with respect to any date, (i) the
Warrants as represented by the Warrant Certificates and (ii) the Warrant
Proceeds, if any, in each case, held in the Escrow Account on such date.
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"HOLDERS" means any Holder of a Note under the Loan Agreement or the
Indenture referred to therein.
"INITIAL RELEASE DATE": see Section 1.5(a).
"LOAN AGREEMENT": see the recitals to this Agreement.
"RELEASE DATE": see Section 1.5(b).
"SHARES" shall have the meaning ascribed to such term in the Warrant
Agreement.
"WARRANT AGREEMENT": see the recitals to this Agreement.
"WARRANT CERTIFICATES" shall mean the certificates evidencing the
Warrants executed by the Company and issued pursuant to the Warrant Agreement.
"WARRANT PROCEEDS" shall mean all Distributions and Distribution Rights
(as such terms are defined in Section 5.03 of the Warrant Agreement) in respect
of the Warrants in the Escrow Account.
"WARRANTS" shall have the meaning ascribed to such term in the Warrant
Agreement.
1.2. APPOINTMENT OF THE ESCROW AGENT. The Company appoints the Escrow
Agent as escrow agent in accordance with the terms and conditions set forth
herein and the Escrow Agent hereby accepts such appointment.
1.3. ESCROW ACCOUNT; ESCROW DEPOSIT.
(a) Prior to the execution hereof, the Company shall have caused the
Escrow Agent to have opened an account for the deposit of the Warrant
Certificates (the "ESCROW ACCOUNT") at its offices in Boston, Massachusetts
(Account No. [ ]), in the name of and under the sole dominion and control of the
Escrow Agent and subject to the terms of this Agreement. Simultaneously with the
execution hereof, the Company has caused to be delivered to the Escrow Agent,
and the Escrow Agent hereby acknowledges receipt of, for deposit in the Escrow
Account, Warrant Certificates representing the right to purchase, in the
aggregate, 10.0% of the issued and outstanding Common Stock of the Company on a
fully diluted basis as of the Closing Date (after giving effect to the issuance
of such Warrants and all other warrants, options, or other convertible
securities exercisable for or convertible such shares of Common Stock of the
Company outstanding as of the Closing Date).
(b) The Company shall cause to be delivered to the Escrow Agent, from
time to time, for deposit in the Escrow Account, all Warrant Proceeds, to the
extent such Warrant Proceeds relate to the Warrants in the Escrow Account, on
the date of
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the granting or distribution, as applicable, of such Warrant Proceeds, in
accordance with Section 5.03 of the Warrant Agreement.
(c) In the event that the Company takes any action at any time during
the term of this Agreement which would require an adjustment in respect of the
Warrants under Section 5.01 of the Warrant Agreement, then the Warrant
Certificates in the Escrow Account shall be deemed to be so adjusted as provided
in the Warrant Agreement.
(d) The Escrow Agent shall provide to the Administrative Agent and the
Company monthly statements identifying transactions, transfers or holdings of
the Escrowed Property and in the absence of manifest error, each such statement
shall be deemed to be correct and final upon receipt thereof by the
Administrative Agent and the Company unless and except to the extent the Escrow
Agent is notified in writing to the contrary within thirty (30) Business Days of
the date of such statement.
1.4. REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company hereby represents, warrants, covenants and agrees that:
(a) This Agreement has been duly authorized, executed and delivered by
the Company and constitutes a valid and binding agreement of the Company, and is
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and (ii)
general principles of equity including without limitation concepts of
materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief (regardless of
whether considered in a proceeding in equity or at law); and the execution,
delivery and performance of this Agreement by the Company does not and will not
violate any applicable law or regulation.
(b) The Company shall not create, incur, or assume any lien on or
security interest in the Escrowed Property, and the Company hereby represents
and warrants that the Warrants and the Shares have been duly authorized and the
Warrants have been duly issued and delivered to the Escrow Agent (as evidenced
by the Warrant Certificates, respectively) on the date hereof and that the
Shares, if and when issued, will be fully paid and nonassessable and free and
clear of any Lien, encumbrance, charge, security interest or other claim of
others created by the Company.
(c) In the event that the Company takes any action at any time during
the term of this Agreement which would result in an adjustment to the number of
Shares, the Company shall provide to the Escrow Agent a copy of the notice and
certificate provided pursuant to Section 5.01 of the Warrant Agreement at the
same time as such documents are provided thereunder.
1.5. RELEASE OF THE ESCROWED PROPERTY
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(a) Subject to the terms and conditions set forth herein, the Escrow Agent shall
release the Escrowed Property in installments to the Administrative Agent, for
the account of each of the Holders (as certified to the Escrow Agent by the
Administrative Agent) in accordance with this Section 1.5. Subject to Section
1.5(b) below, on the one year anniversary of the Closing Date (the "Initial
Release Date"), and at the end of each three-month period following the Initial
Release Date as set forth in Column A below (or at such later date following
written notice from the Administrative Agent pursuant to Section 1.5(c) below)
(each such date, a "Release Date"), if any Notes are outstanding and have not
been paid in full or otherwise repurchased or redeemed by the Company prior to
such Release Date (as certified to the Escrow Agent by the Administrative
Agent), the Escrow Agent shall release a percentage of the Warrants (and a
percentage of the Warrant Proceeds, if any) then remaining in the Escrow Account
hereunder to the Administrative Agent for the account of each of the Holders, in
an amount in the case of each such Holder (as certified to the Escrow Agent by
the Administrative Agent), equal to the product of (i) the percentage of the
Warrants and any related Warrant Proceeds then held by the Escrow Agent as is
set forth in Column B below opposite the applicable Release Date and (ii) the
ratio of (x) the aggregate principal amount of Notes, without regard to accrued
interest, held by such Holder at such time, as certified by the Administrative
Agent pursuant to Section 1.5(c)(ii) below, to (y) the aggregate principal
amount of all outstanding Notes at such time, as certified by the Administrative
Agent pursuant to Section 1.5(c)(ii) below, without regard to accrued interest
(such Warrants only to be earned on each Release Date and not for any interim
period ending prior to the next Release Date):
A B
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Initial Release Date 20%
90th day following Initial 25%
Release Date
180th day following Initial 33 1/3%
Release Date
270th day following Initial 50%
Release Date
360th day following Initial 100%
Release Date
No Warrants or related Warrant Proceeds (except those previously earned
in and not yet released to a Holder) will be delivered by the Administrative
Agent to a Holder after the date upon which all Notes held by such Holder are
completely repaid (including by repurchase or redemption) or such Holder has
ceased to hold any Notes.
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(b) Two (2) Business Days following its receipt of written notice from
the Administrative Agent of the repayment of all Notes held by the Holders as of
the Initial Release Date (including by repurchase or redemption) or any
subsequent Release Date, the Escrow Agent shall release to the Company all
Escrowed Property remaining in the Escrow Account and the Escrow Agent shall be
discharged from all obligations under this Agreement and shall have no further
duties or responsibilities in connection herewith and the Holders shall have no
further right to earn or have released from escrow any Escrowed Property.
(c) The Administrative Agent shall (i) notify the Escrow Agent promptly
in writing of the repayment of all of the Notes as described in Section 1.5(b),
and (ii) certify to the Escrow Agent no more than five (5) Business Days prior
to each scheduled Release Date and at least two (2) Business Days prior to each
actual Release Date that, as of the date of such certification, there are then
Notes outstanding which have not been paid in full or otherwise repurchased or
redeemed by the Company, together with a statement of (i) the principal amounts
of such Notes then outstanding, (ii) the Holders thereof, and (iii) the
Administrative Agent's calculation of the ratios described in Section 1.5(a)(ii)
above. The Escrow Agent shall not be required to release any of the Escrowed
Property on any scheduled Release Date unless it shall first have received from
the Administrative Agent the certification described in the foregoing clause
(ii) with respect to such Release Date, and upon receipt of such certification,
the Escrow Agent shall comply with Section 1.5(a) no earlier than the first to
occur of (A) applicable Release Date or (B) the second (2nd) Business Day
following such receipt, and the date of such compliance shall be deemed to be
the Release Date for purposes hereof. Any such certification by the
Administrative Agent shall include registration and delivery instructions, in
the case of Warrants then held in escrow hereunder in the form of definitive
Warrants, and participant account or other necessary information in the case of
Warrants held in escrow hereunder in the form of Global Warrants, and payment
(and/or delivery) instructions in the case of Warrant Proceeds, as the case may
be, as the Escrow Agent may deem necessary to carry out such release. Any
notices or instructions provided by the Administrative Agent to the Escrow Agent
may be reasonably relied upon in good faith by the Escrow Agent for any purpose
hereunder, including without limitation for the purposes of Section 1.5(a)
above, and shall be conclusive notwithstanding any instructions to the contrary
provided by the Company.
(d) Upon release of any Escrowed Property pursuant to Section 1.5(a)
above to the Administrative Agent for the benefit of the Holders, each Holder
shall be entitled as between itself, the Administrative Agent and other Holders
(but not with respect to the Company) to all the rights and privileges with
respect to its pro rata share, in accordance with the respective unpaid
principal amounts of the Notes without regard to accrued interest), held by the
Holders as of the applicable Release Date, of such Escrowed Property, of the
Warrants underlying the released Warrant Certificate (together with the related
Warrant Proceeds, if any) as if such Holder possessed a Warrant Certificate and
Warrant Proceeds corresponding to such PRO RATA share.
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(e) The Company agrees that upon presentment by the Administrative
Agent of any properly released Warrant Certificate (together with the released
Warrant Proceeds, if any, attributable to the Warrants underlying such released
Warrant Certificate), that it shall issue new Warrant Certificates (in
accordance with the provisions of the Warrant Agreement), as applicable,
together with applicable Warrant Proceeds, as applicable, registered in the
names of the Holders on a PRO RATA basis, in accordance with the respective
unpaid outstanding principal amount of the Notes held by the Holders, as
applicable, as of the applicable Release Date for the presented Warrant
Certificate, and will deliver such Warrant Certificates to the Administrative
Agent for delivery to the Holders; PROVIDED that the Company shall not be held
liable with respect to such issuances if the Company acted in good faith based
upon instructions from the Administrative Agent.
(f) Notwithstanding anything to the contrary stated herein, the Escrow
Agent shall not be obligated to carry out any release pursuant to this Section
1.5 sooner than the third Business Day after it has received the requisite
documents and passage of the required date for release, as applicable.
2. EXCULPATION AND INDEMNIFICATION OF THE ESCROW AGENT.
2.1. The Escrow Agent shall have no duties or responsibilities other
than those expressly set forth herein and no duties, responsibilities or
obligations shall be inferred or implied. The Escrow Agent shall not be subject
to, nor required to comply with, any other agreement between or among the
Company and the Holders to which the Company or the Holders are a party, even
though reference thereto may be made herein, or to comply with any direction or
instruction (other than those contained herein or delivered in accordance with
this Agreement). The Escrow Agent shall not be required to, and shall not,
expend or risk any of its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder. The Escrow Agent shall have
no duty to enforce any obligation of any other person to make any payment or
delivery, or to direct or cause any payment or delivery to be made by any other
person, or to enforce any obligation of any other person to perform any other
act. In no event shall the Escrow Agent be held to a higher degree of care
toward the Escrowed Property under this Agreement than it exercises toward its
own similar property. The Escrow Agent shall be under no liability to the other
parties hereto or to the Holders or to anyone else by reason of any failure on
the part of any party hereto or any maker, guarantor, endorser or other
signatory of any document or any other person to perform such person's
obligations under any such document.
2.2. The Escrow Agent shall not be liable to the other parties hereto
or to the Holders or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own reasonable judgment and the absence of gross negligence or
willful misconduct. The Escrow Agent shall not incur any liability for not
performing any act or fulfilling any duty, obligation or responsibility
hereunder by reason of any occurrence beyond the control of it (including but
not limited to any act or provision of any present or future law or regulation,
or governmental authority, any act of God or war, or the
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unavailability of the Federal Reserve Bank wire or telex or other wire or
communication facility). The Escrow Agent may (in the absence of bad faith) rely
conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by it),
statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions but also as to
the truth and acceptability of any information therein contained) which is
reasonably believed by it to be genuine and to be signed or presented by the
proper person or persons. The Escrow Agent shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a writing delivered to it signed
by the proper party or parties and, if its duties or rights are affected, unless
it shall deliver its written consent thereto. In no event shall the Escrow Agent
be liable (i) for (in the absence of bad faith) acting in accordance with or
relying upon any instruction, notice, demand, certificate or document from any
party or any entity acting on behalf of any party, (ii) for any consequential,
punitive or special damages, (iii) for the acts or omissions of its nominees,
correspondents, designees, subagents or subcustodians or (iv) for an amount in
excess of the value of the Escrowed Property.
2.3. The Escrow Agent shall (in the absence of bad faith) not be
responsible for the sufficiency or accuracy of the form of, or the execution,
validity, value or genuineness of, any document or property received, held or
delivered by it hereunder, or of any signature or endorsement thereon, or for
any lack of endorsement thereon, or for any description therein, nor shall the
Escrow Agent be responsible or liable to the other parties hereto or to anyone
else in any respect on account of the identity, authority or rights of the
persons executing or delivering or purporting to execute or deliver any document
or property or this Agreement. The Escrow Agent shall have no responsibility
with respect to the use or application of any funds or other property paid or
delivered by the Escrow Agent pursuant to the provisions hereof.
2.4. The Escrow Agent shall be indemnified and held harmless by the
Company from and against any and all claims, losses, liabilities, costs, damages
or expenses, including reasonable counsel fees and disbursements, incurred by
the Escrow Agent in connection with or related to this Escrow Agreement or its
being Escrow Agent hereunder, including, but not limited to all claims, losses,
liabilities, costs, damages or expenses, including reasonable counsel fees and
disbursements, incurred by the Escrow Agent in connection with any action, suit
or other proceeding involving any claim, or in connection with any claim or
demand, which in any way, directly or indirectly, arises out of or relates to
this Agreement, the services of the Escrow Agent hereunder, the monies or other
property held by it hereunder, except to the extent such liability, expense or
claim is attributable to the bad faith, gross negligence or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any such demand or claim or the commencement of any such action, suit or
proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made
against any of the other parties hereto, notify such other parties thereof in
writing, and such other party may by written notice to the Escrow Agent
accepting its obligation to indemnify the Escrow Agent hereunder with
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respect thereto assume the defense of such claim; but the failure by the Escrow
Agent to give such notice shall not relieve the Company from any liability which
the Company may have to the Escrow Agent hereunder except to the extent the
Company is actually prejudiced thereby. For the purposes hereof, the term
"claims, losses, liabilities, costs, damages or expenses" shall include all
amounts paid or payable to satisfy any claim, demand or liability, or in
settlement of any claim, demand, action, suit or proceeding settled with the
express written consent of the Company, and all costs and expenses, including,
but not limited to, reasonable counsel fees and disbursements paid or incurred
in investigating or defending against any such claim, demand, action, suit or
proceeding.
2.5. The Escrow Agent makes no representation as to the validity,
value, genuineness or collectibility of any security or other document or
instrument held by or delivered to it. The Escrow Agent does not make any
representation as to the validity or sufficiency of this Agreement, except for
the due execution and delivery of this Agreement by the Escrow Agent, as to
which it hereby so represents and warrants.
2.6. The Escrow Agent shall not be called upon to advise any party as
to selling or retaining, or taking or refraining from taking any action with
respect to, any securities or other property deposited hereunder.
2.7. If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which in any way affects the Escrowed Property
(including, but not limited to, orders of attachment or garnishment or other
forms of levies or injunctions or stays relating to the transfer of Escrowed
Property), the Escrow Agent shall give prompt written notice thereof to the
Agents and the Company. Unless the Administrative Agent or the Company or both
of them shall, within ten Business Days after receipt of such notice by the last
of the addressees thereof to receive it, advise the Escrow Agent in writing of
the intention of the Administrative Agent, the Company or both of them (the
"CONTESTING PARTY") to contest diligently and in good faith such order,
judgment, decree, writ or other form of process at the sole cost and expense of
such contesting party, the Escrow Agent is authorized to comply therewith in any
manner as it or its legal counsel of its own choosing deems appropriate; and if
the Escrow Agent complies with any such judicial or administrative order,
judgment, decree, writ or other form of judicial or administrative process, the
Escrow Agent shall (in the absence of bad faith) not be liable to any of the
parties hereto or to any other person or entity even though such order,
judgment, decree, writ or process may be subsequently modified or vacated or
otherwise determined to have been without legal force or effect. If at any time
the Escrow Agent is served with any final judicial or administrative order,
judgment, decree, writ or other form of judicial or administrative process which
is not subject to appeal and which in any way affects the Escrowed Property
(including but not limited to orders of attachment or garnishment or other forms
of levies or injunctions or stays relating to the transfer of the Escrowed
Property), the Escrow Agent is authorized (in the absence of bad faith) to
comply therewith in any manner as it or its legal counsel of its own choosing
deems appropriate.
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2.8. The Escrow Agent is authorized (in the absence of bad faith) to
comply with and rely upon any notices, instructions or other communications
reasonably believed by it to have been sent or given by the Administrative Agent
or by a person or persons authorized by the Administrative Agent. Whenever under
the terms hereof the time for giving a notice or performing an act falls upon a
day that is not a Business Day, such time shall be extended to the next
succeeding Business Day.
2.9. This Agreement is for the exclusive benefit of the parties hereto
and their respective successors hereunder, and shall not be deemed to give,
either express or implied, any legal or equitable right, remedy, or claim to any
other entity or person whatsoever.
2.10 The Escrow Agent shall not be under any obligation to invest (or
otherwise pay interest on) any funds it may receive from time to time hereunder
as part of any Warrant Proceeds.
3. COMPENSATION OF THE ESCROW AGENT. The Escrow Agent shall be entitled
to payment from the Company for all services rendered subsequent to the date
hereof, in the amounts and at the times set forth on SCHEDULE 1 hereto or as
shall be agreed upon between the Company and the Escrow Agent from time to time,
and reimbursement from the Company, upon demand, for all expenses, payments and
advances paid or incurred by it in the administration of its duties hereunder,
including, but not limited to, all reasonable counsel and agents' fees and
disbursements and all taxes or other governmental charges. The Escrow Agent
shall be paid any compensation or reimbursement of expenses owed to it by the
Company, and the Escrow Agent shall have no interest in the Escrowed Property
with respect to such amounts.
4. FURTHER ASSURANCES. From time to time on and after the date hereof,
the other parties hereto shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do and cause to be done
such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and is Agreement.
5. TERMINATION OF AGREEMENT OF THE ESCROW AGENT.
(a) The Escrow Agent may at any time resign as such by delivering
written notice of such resignation in duplicate, one copy to the Administrative
Agent and one copy to the Company. The resignation of the Escrow Agent will take
effect on the appointment of a successor designated by the Administrative Agent
and reasonably acceptable to the Company. If a successor Escrow Agent has not
accepted its appointment within thirty calendar days after the Escrow Agent
gives notice to the Administrative Agent and the Company of its intention to
resign, the Escrow Agent may apply to a court of competent jurisdiction for the
appointment of a successor, and the costs and expenses (including reasonable
counsel fees and disbursements) incurred by the Escrow Agent in connection with
such proceeding
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shall be paid by the Company. Upon the appointment of a successor Escrow Agent,
the resigning Escrow Agent shall deliver the Escrowed Property to the successor
Escrow Agent, whereupon the resigning Escrow Agent shall be discharged of and
from any and all further obligations arising in connection with this Agreement.
This Agreement shall terminate on the final disposition of the Escrowed Property
in accordance with the terms of this Agreement, PROVIDED, HOWEVER, that upon any
termination, Sections 2, 3, 6 and 8.4 shall survive the termination hereof.
(b) The Administrative Agent may, at any time and for any reason, and
shall, upon any event set forth in the next succeeding sentence, remove the
Escrow Agent and appoint a successor Escrow Agent by written instrument in
duplicate, specifying such removal and the date on which it is intended to
become effective, signed on behalf of the Administrative Agent, one copy of
which shall be delivered to the Escrow Agent being removed and one copy to the
successor Escrow Agent. The Escrow Agent shall be removed as aforesaid if it
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Escrow Agent or of its property shall be appointed, or any
public officer shall take charge or control of it or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation. Any removal of
the Escrow Agent and any appointment of a successor Escrow Agent shall become
effective upon acceptance of appointment by the successor Escrow Agent. As soon
as practicable after appointment of the successor Escrow Agent, the
Administrative Agent shall cause written notice of the change in the Escrow
Agent to be given to the Company and to each Holder.
6. CONSENT TO SERVICE OF PROCESS. Each of the parties hereto hereby
irrevocably consents to the jurisdiction of the courts of the Commonwealth of
Massachusetts and of any federal court located in the City of Boston in
connection with any action, suit or other proceeding arising out of or relating
to this Agreement or any action taken or omitted hereunder, and waives personal
service of any summons, complaint or other process and agrees that the service
thereof may be made by certified or registered mail directed to such person at
such person's address for purposes of notices hereunder. Should the person so
served fail to appear or answer within the time prescribed by law, that person
shall be deemed in default and judgment may be entered against that person for
the amount or other relief as demanded in any summons, complaint or other
process so served.
7. NOTICES. All notices, requests, demands and other communications
provided for herein shall be writing, shall be delivered by hand, by first-class
mail or by facsimile transmission, shall be deemed given or sent when received,
and shall be addressed to the parties hereto at their respective addresses and,
if applicable, facsimile numbers listed below or to such other persons or
addresses or facsimile numbers as the relevant party shall designate as to
itself from time to time in writing delivered in like manner:
If to the Company, to:
TransTechnology Corporation
000 Xxxxx Xxxx
00
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Xxxxxxx Xxxxxx, Xxx Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Chief Financial Officer
With a separate copy delivered to:
Xxxx Xxxxxx & Parks LLP
0000 XX Xxxxxxx Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: F. Xxxxxx X'Xxxxx, Esq.
if to the Administrative Agents, to:
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
with a copy to:
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: T. Xxxxxxx Xxxxxxxxxx, Esq.
if to the Escrow Agent, to:
State Street Bank and Trust Company
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Corporate Trust Department
Attention: TransTechnology Corporation
Warrant Escrow Agreement
8. MISCELLANEOUS.
8.1. All amounts referred to herein are expressed in Dollars and all
payments by or to the Escrow Agent shall made in Dollars.
8.2. This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing such
instrument to be drafted. The terms "HEREBY", "HEREIN", "HEREOF", "HERETO",
"HEREUNDER" and any similar terms, as used in this Agreement, refer to this
Agreement in its entirety and
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not only to the particular portion of this Agreement where the term is used. The
word "person" shall mean any natural person, partnership, corporation,
government and any other form of business or legal entity. All words or terms
used in this Agreement, regardless of the number or gender in which they are
used, shall be deemed to include any other number and any other number as the
context may require.
8.3. This Agreement and the rights and obligations hereunder of the
Company may be assigned by it only to a successor to its entire business. The
succession, resignation or replacement of the Administrative Agent shall be in
accordance with and subject to the provisions of the Loan Agreement. Any
corporation into which the Escrow Agent may be merged or converted, or any
corporation resulting from any consolidation to which the Escrow Agent or any of
its respective successors shall be a party, and any corporation which acquires
substantially all of the corporate trust business of the Escrow Agent or any of
its respective successors, shall be a successor Escrow Agent, as the case may
be, without any further act. Any such successor Escrow Agent shall promptly
cause written notice of its succession as Escrow Agent to be delivered to the
Company and the Administrative Agent. This Agreement shall be binding upon and
inure to the benefit of each party's respective successors, heirs and permitted
assigns. No other person shall acquire or have any rights under or by virtue of
this Agreement. This Agreement may not be changed orally or modified, amended or
supplemented without an express written agreement executed by the Escrow Agent
and the other parties hereto. This Agreement is intended to be for the sole
benefit of the parties hereto and their respective successors, heirs and assigns
and none of the provisions of this Agreement are intended to be, nor shall they
be construed to be, for the benefit of any other person.
8.4. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
8.5. 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 but one and the same agreement. One or more counterparts of this
Escrow Agreement may be delivered via telecopier, with the intention that they
shall have the same effect as an original counterpart hereof.
8.6. The headings contained in this Agreement are for convenience of
reference only and shall have no effect on the interpretation or operation
thereof.
8.7. This Agreement shall constitute the entire agreement of the
parties with respect to the subject matter and supersedes all prior oral or
written agreements in regard thereto. Except as otherwise permitted herein, this
Escrow Agreement may be modified only by a written amendment signed by all the
parties hereto, and no waiver of any provision hereof shall be effective unless
expressed in a writing signed by the party to be charged.
13
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14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.
TRANSTECHNOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & CFO
BANKBOSTON, N.A.,
as Administrative Agent
By: /s/ Xxxxxx X. XxxXxxxxxx
---------------------------------
Name: Xxxxxx X. XxxXxxxxxx
Title: Vice President
STATE STREET BANK AND TRUST
COMPANY,
as Warrant Agent and Escrow Agent
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
