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EXHIBIT 10.43
FORBEARANCE AND WAIVER AGREEMENT
This FORBEARANCE AND WAIVER AGREEMENT, dated as of March 29, 2001 (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) BHF-BANK
Aktiengesellschaft, as DM Fronting Bank (the "DM Fronting Bank"; together with
the Sterling Fronting Bank, the "Fronting Banks"), (e) FNB, as issuing bank for
Letters of Credit (in such capacity, the "Issuing Bank"), and (f) FNB as
Administrative Agent for the Lenders, the Fronting Banks and the Issuing Bank
(in such capacity, the "Administrative Agent").
WHEREAS, the Borrowers, the Lenders, the Fronting Banks, 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, and as further amended by that certain Amendment
Agreement Xx. 0 ("Xxxxxxxxx Xx. 0") dated as of January 31, 2001 (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 the terms of Amendment No. 3, 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 Amendment No. 3 the forbearance
period will end on March 29, 2001;
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
such forbearance period, but only on the terms and subject to the conditions set
forth herein;
WHEREAS, TransTechnology has notified the Administrative Agent and the
Lenders of TransTechnology's desire to cause Limited to become a "Wholly-Owned
Subsidiary Guarantor" as defined in the Senior Subordinated Loan Agreement, so
that
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certain transactions between TransTechnology and Limited will not be subject to
the restrictions on such transactions contained in Section9.2 of the Senior
Subordinated Loan Agreement; and
WHEREAS, the parties hereto agree that in order for Limited to become a
"Wholly-Owned Subsidiary Guarantor" as defined in the Senior Subordinated Loan
Agreement, Limited must first guaranty all of the Obligations of the Borrowers
(other than Limited) under the Credit Agreement and that such guaranty will
require the Borrowers to waive certain rights contained in Sections7.3 and
7.4 of the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto hereby agree as follows:
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
SectionSection11.1 - 11.5 of the Credit Agreement for the period commencing on
January 1, 2001 and ending on September 27, 2001 (the "Specified Defaults"),
(ii) the occurrence after the date hereof of any Default or Event of Default,
other than a Specified Default, (iii) the failure of the Borrowers to (a) make
prepayments of principal on account of the Term Loan of, and (b) prepay and
permanently reduce the Revolving Credit Loans by an aggregate amount of not less
than Fifty Million Dollars ($50,000,000) (the "$50,000,000 Prepayment") prior to
June 27, 2001, (iv) the failure of the Borrowers after the date hereof to comply
with the financial covenant set forth in Section3(a) hereof, (v) the failure of
the Borrowers or their Subsidiaries to comply with any term set forth in this
Agreement, (vi) 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, (vii) the date that the Borrowers, any of their Subsidiaries or any
Affiliate of the Borrowers shall commence any litigation 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, (viii) 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 Indebtedness, and (ix)
September 27, 2001. 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
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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
Section5.2(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.
SECTION 2. ASSET SALES. The Borrowers may from time to time request
that the Lenders consent to sales of certain assets of the Borrowers and their
Subsidiaries. In connection with any such request the Borrowers will provide the
Administrative Agent and the Lenders with (a) a summary of the proposed
transaction, (b) all documents relating to such sale, including, but not limited
to, any fairness opinions issued in connection with such sale, and (c) new
monthly balance sheets and cash flow projections taking into account the effect
of the closing of any such proposed sale including monthly projections relating
to usage of Revolving Credit Loans going forward. The Administrative Agent and
the Lenders will promptly consider any such request, but shall have no
obligation to consent to any such request. The Borrowers hereby agree that the
net proceeds from any such asset sales shall be used to permanently reduce the
Loans.
SECTION 3. COVENANTS. Without any prejudice or impairment whatsoever to
any of the rights and remedies of the Administrative Agent or any Lender
contained in the Credit Agreement or in any other Loan Documents, the Borrowers
covenant and agree with the Administrative Agent and each of the Lenders as
follows:
(a) Financial Covenant. During the period beginning on May 30,
2001 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) attached hereto for such
period. As used herein "Modified Consolidated EBITDA" shall mean
Consolidated EBITDA with "Reference Periods" beginning on April 1, 2001
and ending on the last day of each month (commencing with the month
ending May 30, 2001) plus the forbearance fees paid to the Lenders
pursuant to Section10 hereof during such period plus the expenses
incurred in accordance with SectionSection3(g) and (i) hereof during
such period. 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 Section9.4(d) of the Credit Agreement.
(b) Revolver Sublimit. Notwithstanding anything to the
contrary stated in Section2 of the Credit Agreement, at no time during
the period beginning on the date hereof and ending on the Forbearance
Termination Date shall the Administrative Agent or any of the Lenders
be obligated to make or fund any Revolving Credit Loans if, after the
making of such Revolving Credit Loan, the sum of (i) the outstanding
amount of the Revolving Credit Loans (after giving effect to all
amounts requested), (ii) the Maximum Drawing Amount, (iii) all Unpaid
Reimbursement Obligations, and (iv) the International Facility Amount
(such aggregate amount, the "Revolving Facility Usage"), would exceed
$162,500,000 (such amount, the "Revolver Sublimit"). If the Revolving
Facility Usage at any time exceeds the Revolver Sublimit in effect at
such time,
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TransTechnology shall immediately prepay an amount equal to such excess
to the Administrative Agent for the account of the Lenders and the
Administrative Agent, for application to the outstanding principal
amount of the Revolving Credit Loans. Notwithstanding the foregoing,
the Revolving Credit Commitments of the Lenders shall not be reduced or
deemed to be reduced hereby and the Commitment Fees payable pursuant to
SectionSection2.2, 3.13 and 3.14 of the Credit Agreement shall continue
to be payable with respect to the aggregate Revolving Credit
Commitments, the Maximum DM Amount and the Maximum Sterling Amount,
respectively.
(c) Letters of Credit. Notwithstanding anything to the
contrary stated in Section5 of the Credit Agreement, at no time during
the period beginning on the date hereof and ending on the Forbearance
Termination Date shall the Issuing Bank issue, extend or renew any
Letter of Credit if, as a result thereof, the Revolving Facility Usage,
after giving effect to such issuance, extension or renewal, would
exceed the Revolver Sublimit in effect at such time.
(d) Applicable Margin. Notwithstanding anything to the
contrary stated in the definition of "Applicable Margin" in the Credit
Agreement or in Section6.11 of the Credit Agreement, between January 1,
2001 and the Forbearance Termination Date the Applicable Margin in
effect with respect to Base Rate Loans shall be 2.50%, and the
Applicable Margin in effect with respect to Eurocurrency Rate Loans
shall be 4.00%; provided that, for the avoidance of doubt, in the event
that any Default or Event of Default occurring or arising prior to the
Forbearance Termination Date is continuing on the Forbearance
Termination Date, the provisions of Section6.11 of the Credit Agreement
shall apply at such time to the determination of the applicable rate of
interest on the Loans outstanding at such time.
(e) Eurocurrency Rate Loans / Sterling Facility Loans.
Notwithstanding anything to the contrary stated in the definition of
"Interest Period" in the Credit Agreement or in Section2.7, Section3.5
or Section4.5 of the Credit Agreement, between the Effective Date and
the Forbearance Termination Date TransTechnology may elect to convert
any part of the Loans to or maintain any part of the Loans as
Eurocurrency Rate Loans in accordance with the applicable provisions of
the Credit Agreement as in effect as of the Effective Date, so long as
the Interest Periods with respect to any Eurocurrency Rate Loans
borrowed, converted or renewed after the Effective Date do not extend
beyond (i) June 27, 2001 unless the $50,000,000 Prepayment has
occurred, and (ii) September 27, 2001 even if the $50,000,000
Prepayment has occurred. Further, the Sterling Fronting Bank may make
Sterling Facility Loans denominated in Dollars or Euros with interest
on such Sterling Facility Loans to be calculated and shared with the
Lenders in a manner consistent with Section3 of the Credit Agreement.
(f) Distributions. Notwithstanding anything to the contrary
stated in Section10.4 of the Credit Agreement, TransTechnology shall
not from the date hereof until the Forbearance Termination Date declare
or pay any dividends on or in respect of, or make any other
Distributions on or in respect of, any shares of the capital stock of
TransTechnology.
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(g) Retention of Consultant; Financial Information.
TransTechnology has engaged Xxxx Xxxxx Consulting Group LLC as a
consultant to work on behalf of TransTechnology and its Subsidiaries on
the implementation of their strategic plans (the "Consultant").
TransTechnology shall provide to the Administrative Agent and the
Lenders, with the assistance of the Consultant, financial information
regarding TransTechnology and its Subsidiaries required to permit the
Lenders' evaluation of, among other things, the financial covenant
levels to be applicable to the Borrowers and their Subsidiaries, and
which will include, but not be limited to, thirteen (13) week
projections of weekly cash flow (including receipts, collections and
disbursements) updated on a weekly basis.
(h) Independent Valuation. The Borrowers agree that (i) the
Administrative Agent and the Lenders shall have the right to retain a
third party advisor to review and validate the financial information
being provided to the Lenders by the Borrowers, (ii) the Administrative
Agent and the Lenders shall have the right to retain a third party
investment banker or appraiser to conduct a business evaluation of the
assets of Borrowers and (iii) the Borrowers will cooperate with all
reasonable requests of such advisors and investment banker or
appraiser. The Administrative Agent and the Lenders agree that (A) they
will consult with the Borrowers prior to retaining any third party
advisor, investment banker or appraiser and (B) any third party
advisor, investment banker or appraiser retained by them shall enter
into reasonable and customary confidentiality agreements with the
Borrowers.
(i) Expenses. The Borrowers shall pay or reimburse on demand
the Administrative Agent and each of the Lenders for all reasonable
costs and expenses the Administrative Agent or such Lender incurs in
connection with the negotiation, execution and delivery of the
agreements and transactions contemplated by this Agreement or which
otherwise are required to be paid under the Loan Documents, including
without limitation any reasonable and customary fees and expenses
incurred pursuant to Section3(h) hereof.
(j) Compliance with Loan Documents. The Borrowers and their
Subsidiaries shall comply with all of the terms, covenants and
provisions contained in the Credit Agreement and the other Loan
Documents except as such terms, covenants and provisions are expressly
modified by this Agreement upon the terms set forth herein.
(k) Delivery of Documents. As a condition to the Lenders
allowing Limited to become a "Wholly-Owned Subsidiary Guarantor" as
defined in the Senior Subordinated Loan Agreement, (i) the Borrowers
shall deliver to the Administrative Agent, no later than April 6, 2001,
the items set forth on Exhibit A attached hereto, all of which shall be
in form and substance reasonably satisfactory to the Administrative
Agent and its counsel, and (ii) the Borrowers and their Subsidiaries
shall not make Investments in Limited from the Effective Date through
the Forbearance Termination Date in excess of $2,200,000.
(l) Further Assurances. The Borrowers and their Subsidiaries
shall at any time and from time to time execute and deliver such
further instruments
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and take such further action as the Administrative Agent may reasonably
request to effect the purposes of this Agreement, the Credit Agreement
and the other Loan Documents.
(m) Payments To Senior Subordinated Loans. The Lenders, the
Administrative Agent, and the holders of the Senior Subordinated Loans
shall continue to have all of the rights under and in connection with
the Intercreditor and Subordination Agreement, dated as of August 29,
2000, among the Administrative Agent, TransTechnology, and the
Purchasers named therein.
(n) Event of Default; Extension of Forbearance. Any failure by
any of the Borrowers or their Subsidiaries to comply with any provision
of this Section3 applicable to such Borrower or Subsidiary, or any
material breach by any of the Borrowers of any of their representations
and warranties set forth in Section6 below, shall constitute an Event
of Default; provided that, notwithstanding anything to the contrary
stated in Section27 of the Credit Agreement, (i) any waiver of, or
agreement to forbear from the exercise of remedies with respect to or
from ceasing to make Loans and Letters of Credit available as a result
of, any Event of Default arising as a result of any breach of
Section3(b) or Section3(c) above, (ii) any extension of the Lenders'
and the Administrative Agent's forbearance agreements set forth in
Section1 above to end on any date following September 27, 2001, and
(iii) any amendment to the provisions of this Section3(n) or of
Section3(b) or Section3(c) above shall in any case require the written
consent of Lenders holding at least sixty-six and two-thirds percent
(66 2/3%) of the principal amount of the Revolving Credit Notes and the
Term Notes, taken together, outstanding as of the effective date of any
such waiver, agreement, extension or amendment.
SECTION 4. WAIVER AGREEMENT. The Borrowers hereby agree to permanently
waive their rights under (a) Section7.3 of the Credit Agreement with regard to
any pledge of the share capital of Limited by TransTechnology or any of its
Subsidiaries, including but not limited to the pledge contained in the Charge
over Shares, dated June 30, 1995 (as amended), from TTSO Inc. in favor of the
Administrative Agent with respect to 65% of the share capital of Limited, and
(b) Section7.4 of the Credit Agreement with regard to the Deed of Guarantee and
Indemnity, dated June 30, 1995 (as amended), made by Limited in favor of the
Administrative Agent.
SECTION 5. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Agreement shall be conditioned upon the satisfaction of the following conditions
precedent:
SECTION 5.1. 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
Lenders holding at least sixty-six and two-thirds percent (66 2/3%) of the
principal amount of the Revolving Credit Notes and the Term Notes, taken
together.
(b) The Company and the holders of all of the Senior Subordinated Loans
shall have executed and delivered to the Administrative Agent an agreement in
substantially the form of Exhibit B hereto.
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SECTION 5.2. 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 5.3. 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, 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 5.4. 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 5.5. PAYMENT OF FORBEARANCE FEE. The payment in cash of the
Initial Forbearance Fee (as defined in Section10 below) to the Administrative
Agent on behalf of the Lenders.
SECTION 6. 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) hereto, the representations
and warranties of such Borrower and of each Guarantor contained in the Credit
Agreement and the other Loan Documents to which such Borrower or Guarantor, as
the case may be, is a party were true and correct in all material respects when
made and continue to be true and correct in all material respects on the date
hereof, except that the financial statements 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 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
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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 and the Credit Agreement 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 7. REAFFIRMATION. Except as modified hereby, the Borrowers
hereby reaffirm in all respects all the covenants, agreements, terms and
conditions of the Credit 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 8. 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.
SECTION 9. 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
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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 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 10. FORBEARANCE FEE. In connection with the approval of this
Agreement, TransTechnology hereby agrees to pay to the Administrative Agent for
the pro-rata benefit of each Lender (such amounts to be due and owing
irrespective of the occurrence of a Forbearance Termination Date):
(a) A forbearance fee (the "Initial Forbearance Fee") on
the date hereof equal to one-quarter of one percent
(1/4%) of the Revolving Credit Commitment and the
then outstanding principal amount of the Term Loan;
(b) An additional forbearance fee on June 27, 2001 equal
to one-quarter of one percent (1/4%) of the Revolving
Credit Commitment and the then outstanding principal
amount of the Term Loan if the Obligations are not
paid in full in cash and the Revolving Credit
Commitment of each of the Lenders shall have expired
or been reduced to zero on or prior to such date;
(c) An additional forbearance fee on June 27, 2001 equal
to one-quarter of one percent (1/4%) of the Revolving
Credit Commitment and the then outstanding principal
amount of the Term Loan if the $50,000,000 Prepayment
shall not have occurred on or prior to such date; and
(d) An additional forbearance fee on September 25, 2001
equal to one-quarter of one percent (1/4%) of the
Revolving Credit Commitment and the then outstanding
principal amount of the Term Loan if the Obligations
are not paid in full in cash and the Revolving Credit
Commitment of each of the Lenders shall have expired
or been reduced to zero on or prior to such date.
SECTION 11. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in Section 5 hereof, this Agreement shall be
deemed to be effective as of March 29, 2001 (the "Effective Date").
SECTION 12. AMENDMENT NO. 3. Except with respect to amendments to the
Credit Agreement contained in Amendment No. 3, this Agreement supersedes the
Borrowers' obligations contained in Amendment No. 3.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have duly executed this Forbearance
and Waiver 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, Treasurer & CFO
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 Vice President
BHF-BANK AKTIENGESELLSCHAFT,
as DM Fronting Bank
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
ABN AMRO BANK N.V., individually
and as Syndication Agent
By: /s/Xxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Group Vice President
By: /s/Xxxxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
BANK ONE, NA, individually and as
Documentation Agent
By: /s/Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
S-2
00
XXX XXXX XX XXX XXXX
By: /s/Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
KEY CORPORATE CAPITAL INC.
By: /s/Xxxx Xxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
COMERICA BANK
By: /s/Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
DRESDNER BANK, AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By: /s/Xxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: First Vice President
By: /s/Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
S-3
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FLEET NATIONAL BANK, (successor by
merger to Summit Bank)
By: /s/Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
S-4
14
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 ACQUISITION CORPORATION
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
PALNUT FASTENERS, INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
INDUSTRIAL RETAINING RING COMPANY
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
RETAINERS, INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
S-5
15
RANCHO TRANSTECHNOLOGY
CORPORATION
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
TRANSTECHNOLOGY SYSTEMS & SERVICES, INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
ELECTRONIC CONNECTIONS AND ASSEMBLIES,INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
SSP INDUSTRIES
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
SSP INTERNATIONAL SALES, INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
S-6
16
TRANSTECHNOLOGY XXXXXX INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
XXXXXX INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
TCR CORPORATION
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
AEROSPACE RIVET MANUFACTURERS CORPORATION
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
NORCO, INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
S-7
17
XXXXXXX RING & WASHER INC.
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
TRANSTECHNOLOGY ENGINEERED
COMPONENTS, LLC
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
TRANSTECHNOLOGY CANADA CORPORATION
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
S-8
18
Exhibit A
19
Exhibit B
20
Schedule 3(a)
Financial Covenant
Period Modified Consolidated EBITDA
------ ----------------------------
April 1, 2001 through May 31, 2001 $6,700,000
April 1, 2001 through June 30, 2001 $11,050,000
April 1, 2001 through July 31, 2001 $13,240,000
April 1, 2001 through August 31, 2001 $16,940,000
April 1, 2001 through September 30, 2001 $22,040,000
21
Schedule 6(a)
