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EXHIBIT 10.43
AMENDMENT AGREEMENT NO. 2
dated as of December 29, 2000
to that certain
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 2 (this "Amendment"), dated as of December
29, 2000, 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 (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"), (f)
ABN AMRO Bank N.V., as Syndication Agent, (g) Bank One, NA, as Documentation
Agent, and (h) FNB as Administrative Agent for the Lenders, the Fronting Banks
and the Issuing Bank (in such capacity, the "Administrative Agent"). Capitalized
terms used herein unless otherwise defined shall have the respective meanings
set forth in 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 and as amended by that certain
Consent and Amendment Agreement No. 1 dated as of August 21, 2000 (as so amended
and restated, the "Credit Agreement"), to which the Borrowers, the Lenders and
the Administrative Agent are parties.
WHEREAS, the Borrowers have indicated to the Administrative Agent and
the Lenders that, based upon the Borrowers' projected financial results for the
quarter ending December 31, 2000, certain Defaults or Events of Default may
arise from and after December 31, 2000;
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent forbear from enforcing their rights with respect to such
potential Defaults and Events of Default; and
WHEREAS, the Lenders and the Administrative Agent are willing to forbear
from enforcing their rights with respect to such potential Defaults and Events
of Default, 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:
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SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended with effect from the Effective Date (as defined in Section 9
below) by deleting Section 9.4(b) of the Credit Agreement in its entirety and
substituting in lieu thereof the following new Section 9.4(b):
"(b) as soon as practicable, but in any event not later than (i)
twenty-five (25) days after the end of each calendar month, and (ii)
forty-five (45) days after the end of each of the fiscal quarters of
TransTechnology, copies of the unaudited consolidated balance sheet of
TransTechnology and its Subsidiaries and the unaudited consolidating
balance sheet of TransTechnology and its Subsidiaries, each as at the
end of such month or quarter, as applicable, and the related
consolidated and consolidating statements of income and consolidated
statement of cash flow for the portion of TransTechnology's fiscal year
then elapsed, all in reasonable detail and prepared in accordance with
generally accepted accounting principles, together with a certification
by the principal financial or accounting officer of TransTechnology that
the information contained in such financial statements fairly presents
the financial position of TransTechnology and its Subsidiaries on the
date thereof (subject to year-end adjustments);"
SECTION 2. RATIFICATION OF EXISTING AGREEMENTS. The Borrowers and the
Guarantors agree that the Obligations of the Borrowers and the Guarantors to the
Administrative Agent and the Lenders as evidenced by or otherwise arising under
the Credit Agreement, the Notes and the other Loan Documents, except as
otherwise expressly modified in this Amendment upon the terms set forth herein,
are, by the Borrowers' and Guarantors' execution of this Amendment, ratified and
confirmed in all respects. In addition, by the execution of this Amendment, the
Borrowers and Guarantors represent and warrant that no counterclaim, right of
set-off or defense of any kind exists or is outstanding with respect to such
Obligations.
SECTION 3. FORBEARANCE AGREEMENT. Subject to the terms and conditions
set forth herein, the Administrative Agent and each of 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 (as modified by this Amendment), other than the failure to
comply with the provisions of Sections 11.1 - 11.4 of the Credit Agreement for
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the period commencing on January 1, 2001 and ending on January 31, 2001, (ii)
the occurrence after the date hereof of any Default or Event of Default, other
than a Default or Event of Default resulting from the failure to comply with the
provisions of Sections 11.1 - 11.4 of the Credit Agreement for the period
commencing on January 1, 2001 and ending on January 31, 2001, (iii) the failure
of the Borrowers or their Subsidiaries to comply with any term set forth in this
Amendment, (iv) 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, (v) 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 Amendment
or any documents, agreements or instruments executed in connection with any of
the foregoing, (vi) 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, but for the
provisions of the Intercreditor and Subordination Agreement dated as of August
29, 2000, with respect thereto, be to permit the holder of such Subordinated
Debt to accelerate such Indebtedness, or (vii) January 31, 2001. On and after
the Forbearance Termination Date, the Administrative Agent and each of 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.
SECTION 4. 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) Revolver Sublimit. Notwithstanding anything to the contrary
stated in Section 2 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 during any
period set forth in the table below the amount set forth opposite such period in
such table (such amount, the then applicable "Revolver Sublimit"):
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Period Revolver Sublimit
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December 29, 2000 - January 18, 2001 $168,000,000
January 19, 2001 - January 30, 2001 $166,000,000
January 31, 2001 and thereafter $162,000,000
If the Revolving Facility Usage at any time exceeds the Revolver Sublimit in
effect at such time, 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 Sections 2.2, 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.
(b) Letters of Credit. Notwithstanding anything to the
contrary stated in Section 5 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 be required to 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.
(c) Applicable Margin. Notwithstanding anything to the
contrary stated in the definition of "Applicable Margin" in the Credit Agreement
or in Section 6.11 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 Section 6.11 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.
(d) Eurocurrency Rate Loans. Notwithstanding anything to the
contrary stated in the definition of "Interest Period" in the Credit Agreement
or in Section 2.7, Section 3.5 or Section 4.5 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 January 31, 2001.
(e) Distributions. Notwithstanding anything to the contrary
stated in Section 10.4 of the Credit Agreement, TransTechnology shall not from
the
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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.
(f) Retention of Consultant; Financial Information. Prior to
the close of business on January 5, 2001, TransTechnology shall engage a
consultant to work on behalf of TransTechnology and its Subsidiaries on the
implementation of their strategic plans (the "Consultant"). The identity of the
Consultant shall be reasonably acceptable to the Administrative Agent.
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 applicable to the
Borrowers and their Subsidiaries, and which will include, but not be limited to,
the following:
(i) as soon as practicable after the Consultant's engagement,
and in any event by January 16, 2001, projections of
weekly cash flow (including receipts, collections and
disbursements), between the date of the Consultant's
engagement and March 31, 2001, and no later than the end
of each week thereafter, such projections for each period
of thirteen weeks commencing with the following week; and
(ii) as soon as practicable after the Consultant's engagement,
full projections (including statements of income and cash
flows and balance sheets) for each quarter between the
Effective Date and March 31, 2003, and for each month
between the Effective Date and September 30, 2001.
(g) 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 Amendment or which otherwise are required to be paid under
the Loan Documents.
(h) 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 Amendment upon
the terms set forth herein.
(i) Further Assurances. The Borrowers and their Subsidiaries
shall at any time or from time to time execute and deliver such further
instruments and take such further action as the Administrative Agent may
reasonably request to effect the purposes of this Amendment, the Credit
Agreement and the other Loan Documents.
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(j) Event of Default; Extension of Forbearance. Any failure
by any of the Borrowers or their Subsidiaries to comply with any provision of
this Section 4 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 Section 6 below, shall constitute an Event of Default; provided that,
notwithstanding anything to the contrary stated in Section 27 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 Section 4(a) or Section 4(b) above, (ii) any extension of the Lenders' and
the Administrative Agent's forbearance agreements set forth in Section 3 above
to end on any date following January 31, 2001, and (iii) any amendment to the
provisions of this Section 4(j) or of Section 4(a) or Section 4(b) 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 5. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be conditioned upon the satisfaction of the following conditions
precedent:
SECTION 5.1. DELIVERY OF DOCUMENTS.
(a) This Amendment shall have been executed and
delivered to the Administrative Agent by each of the Borrowers, each of the
Guarantors, and the Majority Lenders.
(b) The Company and the holders of a majority of the
principal amount of the "Outstanding Notes", as such term is defined in the
Securities Purchase Agreement of the Company dated as of August 29, 2000 (such
holders, the "Requisite Noteholders"), shall have executed and delivered to the
Administrative Agent an agreement pursuant to which the Requisite Noteholders
shall agree, among other things, to forbear until the earlier of (i) February
15, 2001, and (ii) the date 15 days following the Forbearance Termination Date,
from the exercise of any rights or remedies available to them as a result of any
"Event of Default" arising under (and as defined in) such Securities Purchase
Agreement and the Notes issued thereunder.
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 Amendment 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
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required to be performed, complied with or observed by it on or prior to the
date this Amendment is to become effective. 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
Amendment 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 6. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers
hereby represents and warrants to the Lenders as follows:
(a) 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 referred to in the representations and warranties contained in the
Credit Agreement shall be the financial statements 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
Amendment 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 Amendment 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; and
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(c) This Amendment and the Credit 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.
SECTION 7. NO OTHER AMENDMENTS. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment 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 Amendment, 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. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in Section 5 hereof, this Amendment shall be
deemed to be effective as of December 29, 2000 (the "Effective Date").
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
Agreement No. 2 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, Chief Financial
Officer & Treasurer
TRANSTECHNOLOGY XXXXXX-ORBIS GMBH
By: /s/Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Geschaftsfuhrer
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/Xxxxxxx X. XxXxxxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Managing Director
BHF-BANK AKTIENGESELLSCHAFT,
as DM Fronting Bank
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
ABN AMRO BANK N.V., individually
and as Syndication Agent
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
BANK ONE, NA, individually and as
Documentation Agent
By: /s/Xxxxxxx Xxxxxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
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XXX XXXX XX XXX XXXX
By: /s/Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
KEY CORPORATE CAPITAL INC.
By: /s/Xxxx Xxxxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
BANK OF NOVA SCOTIA
By: /s/Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
COMERICA BANK
By: /s/Xxxxxxx Xxxx
---------------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
DRESDNER BANK, AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
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SUMMIT BANK
By: /s/Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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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
Amendment 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 amended 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
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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
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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
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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
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