Exhibit 10.53
INTERCREDITOR AND SUBORDINATION AGREEMENT
This INTERCREDITOR AND SUBORDINATION AGREEMENT (this
"Agreement"), dated as of August 7, 2002, among (i) THE CIT GROUP/BUSINESS
CREDIT, INC., a New York corporation ("CIT"), (ii) ABLECO FINANCE LLC, a
Delaware limited liability company ("Ableco"), as agent for the Ableco Group
Lenders (as defined below) party to the Ableco Financing Agreement referred to
below (in such capacity, the "Ableco Group Agent"), (iii) TRANSTECHNOLOGY
CORPORATION, a Delaware corporation (the "Company"), (iv) each of the Company's
subsidiaries listed on the signature pages hereto, and (v) each of X.X. XXXXXXX
MEZZANINE FUND, L.P., a Delaware limited partnership ("WMF"), ALBION ALLIANCE
MEZZANINE FUND I, L.P., a Delaware limited partnership ("Albion I"), ALBION
ALLIANCE MEZZANINE FUND II, L.P., a Delaware limited partnership ("Albion II"),
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York
corporation ("Equitable"), FLEET CORPORATE FINANCE, INC., a Massachusetts
corporation ("FCFI"), and CITIZENS CAPITAL, INC., a Massachusetts corporation
("Citizens"; and together with WMF, Albion I, Albion II, Equitable and FCFI, the
"Purchasers" and, individually, a "Purchaser").
WHEREAS, pursuant to the Financing Agreement, dated as of
August 7, 2002 (as amended, restated, supplemented, or otherwise modified and in
effect from time to time, including any replacement agreement therefor, provided
that any such amendment, restatement, supplement or other modification shall be
subject to the limitations included in the definition of the term Senior Debt in
this Agreement, the "CIT Financing Agreement"), among CIT and the Borrowers (as
defined below), CIT has agreed, upon the terms and subject to the conditions
contained therein, to make loans and otherwise to extend credit to the
Borrowers; and
WHEREAS, pursuant to the Financing Agreement, dated as of
August 7, 2002 (as amended, restated, supplemented, or otherwise modified and in
effect from time to time, including any replacement agreement therefor, provided
that any such amendment, restatement, supplement or other modification shall be
subject to the limitations included in the definition of the term Senior Debt in
this Agreement, the "Ableco Financing Agreement"), among the Ableco Group Agent,
the lenders from time to time party thereto (the "Ableco Group Lenders") and the
Borrowers (as defined below), the Ableco Group Agent and the Ableco Group
Lenders have agreed, upon the terms and subject to the conditions contained
therein, to make a term loan to the Borrowers; and
WHEREAS, the Purchasers have extended credit to the Company
pursuant to a Securities Purchase Agreement, dated as of August 29, 2000, as
amended by the First Amendment Agreement, dated as of August 7, 2002 (as further
amended as permitted herein and in effect from time to time, the "Subordinated
Agreement"), between the Purchasers and the Company; and
WHEREAS, it is a condition precedent to the Lenders (as
defined below) and the Ableco Group Agent entering into their respective
Financing Agreements that the Company and the Purchasers enter into this
Agreement with CIT and the Ableco Group Agent;
NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements herein contained and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, CIT, the Ableco Group
Agent, each of the Purchasers severally (and not jointly), and to the extent set
forth herein the Company, hereby agree, intending to be legally bound, as
follows:
1. DEFINITIONS. Terms not otherwise defined herein have the
same respective meanings given to them in the Ableco Financing Agreement as in
effect on the date hereof. In addition, the following terms shall have the
following meanings:
ABLECO GROUP AGENT. As defined in the preamble hereto and
shall include any replacement or successor agent under the Ableco Financing
Agreement.
ABLECO GROUP LENDERS. As defined in the preamble hereto,
together with their respective successors and assigns, and shall include any
replacement or successive lenders under the Ableco Financing Agreement.
AFFILIATED HOLDER GROUP. With respect to any holder of a
Subordinated Note, such holder and each other holder of a Subordinated Note (a)
that is an Affiliate of such holder, (b) the investments of which are managed by
the same Person or (c) that are within a group of funds, the investments of
which are managed by the same Person or by Affiliates, in each case, considered
as a group.
BORROWERS. Collectively, the Company and certain Subsidiaries
of the Company party to the CIT Financing Agreement and the Ableco Financing
Agreement, and their successors and assigns, including without limitation, any
Borrower as debtor, and the estate of any Borrower as debtor, under the federal
Bankruptcy Code as well as any permitted post-confirmation successor to such
debtor under Chapter 11 of the federal Bankruptcy Code.
CIT. As defined in the preamble hereto, together with its
respective successors and assigns, and shall include any replacement lender
under the CIT Financing Agreement.
COMPANY. As defined in the preamble hereto; provided that
"Company" as used herein includes the Company as debtor, and the estate of the
Company as debtor, under the federal Bankruptcy Code as well as any permitted
post-confirmation successor to such debtor under Chapter 11 of the federal
Bankruptcy Code.
CREDIT DOCUMENTS. Collectively, the Financing Agreements and
the Subordinated Agreement.
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FINANCING AGREEMENTS. Collectively, the CIT Financing
Agreement and the Ableco Financing Agreement.
GUARANTORS. Collectively, each Subsidiary of the Company
(other than a Borrower), whose name appears on the signature pages hereof, each
other person who, from time to time, is a guarantor pursuant to the Senior Loan
Documents, and their successors and assigns, including without limitation, any
Guarantor as debtor, and the estate of any Guarantor as debtor, under the
federal Bankruptcy Code as well as any permitted post-confirmation successor to
such debtor under Chapter 11 of the federal Bankruptcy Code.
INSOLVENCY PROCEEDING. A case or proceeding, voluntary or
involuntary, for the distribution, division or application of all or part of the
assets of the Company or any of its Subsidiaries or the proceeds thereof,
whether such case or proceeding be for the liquidation, dissolution or winding
up of the Company or any of its Subsidiaries or their business, a receivership,
insolvency or bankruptcy case or proceeding, an assignment for the benefit of
creditors or a proceeding by or against the Company or any of its Subsidiaries
for relief under the federal Bankruptcy Code or any other bankruptcy,
reorganization or insolvency law or any other law relating to the relief of
debtors, readjustment of indebtedness, reorganization, arrangement, composition
or extension or marshalling of assets or otherwise.
LENDERS. Collectively, CIT, the Ableco Group Lenders and the
Ableco Group Agent, together with their respective successors and assigns, and
shall include any replacement or successive lenders under the Financing
Agreements.
OBLIGORS. Collectively, the Borrowers and the Guarantors.
PURCHASER OR PURCHASERS. As defined in the preamble hereto,
together with their successors and assigns.
SENIOR DEBT. All principal, interest, fees, costs, enforcement
expenses (including reasonable legal fees and disbursements), collateral
protection expenses and other reimbursement or indemnity obligations created or
evidenced by the Financing Agreements or any of the other Senior Loan Documents
or any other document, instrument or agreement executed in connection therewith
or any prior, concurrent or subsequent notes, instruments or agreements of
indebtedness, liabilities or obligations of any type or form whatsoever relating
thereto in favor of any Lender. It is expressly acknowledged and agreed that the
amount of Senior Debt may be increased, the term thereof may be extended or
shortened, and the provisions thereof may be amended, modified, replaced or
restated in any respect, including without limitation, amendments,
modifications, restatements or replacements after the commencement of an
Insolvency Proceeding, provided, however, that in no event shall (i) the
aggregate principal amount of the Senior Debt, as at any date of determination,
exceed $39,000,000 minus, as to any term loan, all payments of principal on such
term loan paid by the Borrowers between the date hereof and such date of
determination and, as to any revolving credit loan, the
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aggregate amount of all permanent reductions of commitments to provide such
revolving credit loan between the date hereof and such date of determination,
provided that the foregoing limitation shall not apply to obligations consisting
of interest (including, without limitation, paid-in-kind interest capitalized
and added to the outstanding principal of a loan), fees, indemnities, costs and
expenses, whether or not charged by a Lender to the loan account of any Borrower
maintained under any of the Senior Loan Documents, (ii) with respect to each
Financing Agreement, the highest rate of interest on the Senior Debt under such
Financing Agreement be increased by more than 250 basis points above the highest
rate of interest specified therein as at the date hereof (it being understood
that the imposition of a default rate of interest in the amount and under the
circumstances in such Financing Agreement as in effect on the date hereof shall
not be restricted by this clause (ii)), (iii) the final scheduled maturity of
the Senior Debt be extended beyond February 28, 2005, (iv) the weighted averaged
maturity of regularly scheduled payments of principal on the Senior Debt as at
the date hereof be accelerated (it being understood that the acceleration of the
entire Senior Debt in accordance with and under such circumstances as are
contained in the Senior Loan Documents shall not be restricted by this clause
(iv)), or (v) any provision of the Senior Loan Documents with respect to the
permissibility of payments which can be made under the Subordinated Documents be
added or made more restrictive. Senior Debt shall expressly include any and all
interest accruing and out-of-pocket costs or expenses incurred after the date of
any filing by or against the Company or any of its Subsidiaries of any
Insolvency Proceeding regardless of whether a claim therefor is allowed or
allowable in the case or proceeding relating thereto.
SENIOR LOAN DOCUMENTS. The "Loan Documents", as defined in the
CIT Financing Agreement and/or the Ableco Financing Agreement, or any like term
of the same meaning contained in any other Financing Agreement.
SUBORDINATED DEBT. All principal, interest, fees, costs,
enforcement expenses (including legal fees and disbursements), collateral
protection expenses and other reimbursement and indemnity obligations created or
evidenced by the Subordinated Agreement or any prior, concurrent or subsequent
notes, instruments or agreements of indebtedness, liabilities or obligations of
any type or form whatsoever relating thereto in favor of the Purchasers or any
subsequent assignee, provided, that, the term Subordinated Debt shall include
any obligations of the Obligors in favor of the Purchasers with respect to any
puts or any similar obligation to repurchase, redeem, retire, defease or
otherwise acquire for value any Capital Stock of the Obligors.
SUBORDINATED DEFAULT. An "Event of Default" as defined in the
Subordinated Agreement or the Subordinated Notes, or a default or event of
default under any of the other Subordinated Documents.
SUBORDINATED DEFAULT NOTICE. A written notice from the
Purchasers to CIT and the Ableco Group Agent pursuant to which such Persons are
notified of the occurrence of a Subordinated Default that is continuing, which
notice incorporates a reasonably detailed description of such Subordinated
Default.
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SUBORDINATED DOCUMENTS. Collectively, the Subordinated
Agreement, the Subordinated Notes and any and all guaranties and security
agreements, mortgages and other agreements or instruments creating liens
directly or indirectly guarantying or securing any of the Subordinated Debt, and
any and all other documents or instruments evidencing or further guarantying or
securing directly or indirectly any of the Subordinated Debt, whether now
existing or hereafter created.
SUBORDINATED NOTES. The 16% Amended and Restated Senior
Subordinated Promissory Notes, due August 29, 2005, made by the Company in favor
of the Purchasers pursuant to the Subordinated Agreement, and any Senior
Subordinated Promissory Notes issued as payment in kind pursuant to Section 2(b)
of such Notes.
WMF PLEDGE. The pledge of the Subordinated Debt held by WMF
pursuant to the terms of the partnership agreement or other agreement of WMF
pursuant to which WMF issued any bonds, promissory notes or other evidences of
indebtedness.
2. PAYMENT SUBORDINATION.
2.1. GENERALLY. It is the intent of the parties hereto that
the Senior Debt shall be paid in full in cash (or in a manner otherwise
satisfactory to CIT and the Ableco Group Agent in their sole and absolute
discretion) and that the commitments represented by the Financing Agreements
shall have expired or been reduced to zero or terminated before any of the
Subordinated Debt is paid. Notwithstanding the immediately preceding sentence,
subject to the other provisions contained herein, the Obligors shall be
permitted to pay, and the Purchasers shall be permitted to receive any regularly
scheduled payments on account of principal of and interest on the Subordinated
Debt, payable on the regular due date thereof as in effect on the date hereof or
within any applicable grace period (together with any amounts due pursuant to
Sections 2.2 or 7 of the Subordinated Agreement as in effect on the date
hereof); provided that, after giving effect to such interest payments, there
shall be not less than $2,500,000 of Aggregate Availability (as defined in the
CIT Financing Agreement as in effect on the date hereof), and provided further
that, the interest rate on the Subordinated Debt payable in cash or cash
equivalents shall not exceed 13% per annum, other than pursuant to and to the
extent set forth in Section 2(c) of the Subordinated Notes as in effect on the
date hereof. Without limiting the generality of the foregoing, it is agreed by
CIT, the Ableco Group Agent, the Purchasers and the Obligors that, so long as
any Senior Debt remains outstanding, (a) notwithstanding the provisions of the
last sentence of Section 2(b) of any Subordinated Note, the Obligors shall not
be permitted to elect to pay PIK Interest (as defined therein) in cash or cash
equivalents, (b) notwithstanding the provisions of Section 3 of any Subordinated
Note, no prepayment of the Subordinated Debt shall be required or permitted to
be made by the Obligors upon the consummation by the Company or any of its
Subsidiaries of a public offering of its capital stock or upon a "Liquidity
Event" (as defined in such Subordinated Note), (c) notwithstanding the
provisions of Section 4 of any Subordinated Note, no optional prepayment or
redemptions of the Subordinated Debt by the Obligors shall be permitted, and (d)
notwithstanding the provisions of Section 10 of any Amended and Restated
Warrant, no Put Right (as defined in such Amended and
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Restated Warrant) payment shall be permitted to be made by the Obligors;
PROVIDED, HOWEVER, that the Obligors may issue Subordinated Notes to any holder
of an Amended and Restated Warrant, in accordance with Section 10 of such
Amended and Restated Warrant.
2.2. PAYMENT DEFAULTS. No payment shall be made by the Company
or any of its Subsidiaries or accepted or retained by any of the Purchasers on
account of the Subordinated Debt in the event of default in the payment of any
principal, interest or other amounts due in respect of the Senior Debt when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise (a "Senior Debt Payment Default"),
unless and until such Senior Debt Payment Default has been cured or waived in
writing by CIT, the Ableco Group Agent and/or the Required Lenders, as
applicable (provided that, for purposes of clarification, such cure or waiver
need only be given by the Lenders that are party to the Senior Loan Documents
under which such Senior Debt Payment Default arises), or otherwise has ceased to
exist. Notwithstanding anything to the contrary set forth in this Section 2.2,
if following a Senior Debt Payment Default, but prior to receipt by a Purchaser
of written notice of such Senior Debt Payment Default from CIT or the Ableco
Group Agent or any of their respective representatives (a "Senior Debt Payment
Default Notice"), which Senior Debt Payment Default Notice may be given
following any Senior Debt Payment Default, such Purchaser receives a payment
from the Company or any of its Subsidiaries with respect to the Subordinated
Debt which would otherwise be permitted under Section 2.1, such Purchaser shall
be entitled to retain such payment and apply it to the Subordinated Debt unless
(i) such Purchaser receives a Senior Debt Payment Default Notice within twenty
(20) days after receipt by such Purchaser of such payment, or (ii) such
Purchaser has actual knowledge that a Senior Debt Payment Default has occurred
and is continuing at the time of receipt of such payment.
2.3. PAYMENT BLOCKAGE PERIODS. Upon the occurrence of any
event of default with respect to any Senior Debt permitting the Lenders (or any
requisite percentage thereof) to accelerate the maturity or demand payment
thereof (other than a Senior Debt Payment Default), upon written notice of such
event of default given to the Company and the Purchasers by CIT or the Ableco
Group Agent or any of their respective representatives (a "Payment Blockage
Notice"), which Payment Blockage Notice may be given following any such event of
default, then no payment shall be made by the Company or any of its Subsidiaries
or accepted or retained by any of the Purchasers on account of any of the
Subordinated Debt for a period (each, a "Payment Blockage Period") commencing,
with respect to any Purchaser, on the date of receipt by such Purchaser of such
Payment Blockage Notice and, with respect to all Purchasers, on the date of
receipt by Purchasers holding a majority of the outstanding principal amount of
the Subordinated Debt of such Payment Blockage Notice and, in each case,
terminating on the earliest to occur of the following dates: (a) 180 days after
the date of receipt by such Purchaser or Purchasers holding a majority of the
Subordinated Debt, as the case may be, of such Payment Blockage Notice (provided
the Senior Debt shall not theretofore have been accelerated and provided
further, that upon the rescission (if any) of such acceleration (so long as the
provisions described in Section 2.2 are not then
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applicable), payments in respect of the Subordinated Debt shall resume as and to
the extent set forth below), (b) the date on which such event of default shall
have been cured or waived in writing by CIT, the Ableco Group Agent and the
Required Lenders, or shall have ceased to exist, (c) the date on which the
Senior Debt shall have been discharged or paid in full, the Lenders' commitments
under the Financing Agreements and the other Loan Documents shall have been
terminated and CIT shall have received cash collateral in such amount as CIT
deems reasonably necessary to secure CIT in connection with any issued and
outstanding Letters of Credit (as defined in the CIT Financing Agreement), or
(d) the date on which such Payment Blockage Period shall have been terminated by
written notice to the Company or the Purchasers from CIT and the Ableco Group
Agent and, after which, in the case of clauses (a) through (d), the Company
shall resume making any and all required payments in respect of the Subordinated
Debt, including any payments not made during the Payment Blockage Period due to
the foregoing prohibitions, unless the provisions described in Section 2.2 above
are then applicable. The right of CIT and the Ableco Group Agent to issue
Payment Blockage Notices and to commence a Payment Blockage Period hereunder is
subject to the following limitations: (i) no event of default existing on the
date of the commencement of a Payment Blockage Period shall be used as the basis
for the commencement of a second Payment Blockage Period unless the same shall
have been cured or waived for a period of at least 90 consecutive days, (ii) CIT
and the Ableco Group Agent, collectively, shall not issue to the Purchasers more
than two Payment Blockage Notices in any 360 day period, and (iii) the aggregate
duration of all Payment Blockage Periods during any period of 360 consecutive
days shall not exceed 180 days.
2.4. GENERAL. The failure to make a payment on the
Subordinated Debt pursuant to Sections 2.1, 2.2 or 2.3 shall not be construed as
preventing the occurrence of a default or event of default under the
Subordinated Debt. Any payment permitted hereunder by the Company after a
Payment Blockage Period of amounts owed to the Purchasers during the Payment
Blockage Period shall be deemed a cure of any default caused by such delayed
payment.
3. ENFORCEMENT. During any Senior Debt Payment Default or any
Payment Blockage Period, any declaration that all or any portion of the unpaid
principal amount of the Subordinated Debt shall be due and payable prior to its
stated maturity shall not be effective unless, and the Purchasers shall not
assert, collect or enforce the Subordinated Debt or any part thereof or take any
action to realize upon the Subordinated Debt or any part thereof or enforce any
of the Subordinated Documents or initiate any judicial action, including
initiating a filing of a petition for relief under the Bankruptcy Code, until
the first to occur of: (i) acceleration of the Senior Debt, (ii) commencement of
judicial enforcement of any rights or remedies under the Senior Loan Documents
or applicable law with respect to the Senior Debt or the Senior Loan Documents,
or commencement of an Insolvency Proceeding, or (iii) the date that is 180 days
from the date CIT and Ableco Group Agent receive a Subordinated Default Notice
in respect of any Subordinated Default, if such Subordinated Default shall not
have been cured or waived within such period, except to the extent (but only to
such extent) that the commencement of a legal action may be required to toll the
running of any applicable
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statute of limitation, in which case the Purchasers may commence such action but
take no further action to prosecute such action until the first to occur of the
events described in clauses (i), (ii) and (iii) above. Notwithstanding any
provision of any Subordinated Document or any other provisions contained in this
Agreement to the contrary, the Purchasers shall not have any right to accelerate
or declare a default under any Subordinated Debt, and no purported default or
acceleration of any Subordinated Debt shall have any effect, to the extent that
such default or acceleration is premised solely upon the existence of a default
or event of default under the Senior Debt if the outstanding principal amount of
the Senior Debt has not then been accelerated. The Purchasers will not take or
omit to take any action or assert any claim with respect to the Subordinated
Debt or otherwise which is inconsistent with the provisions of this Agreement.
Subject to the prior payment in full of all Senior Debt, the Purchasers shall be
subrogated to the rights of the Lenders to receive payments and distributions of
cash or cash equivalents, property and securities applicable to the Senior Debt
to the extent that distributions otherwise payable to the Purchasers have been
applied to the Senior Debt, until all amounts payable under the Subordinated
Debt shall have been paid in full. Notwithstanding anything to the contrary
stated herein, the subrogation rights of the Purchasers shall continue to apply
notwithstanding any payment by any Purchaser to a holder of Senior Debt pursuant
to the last sentence of Section 5 or pursuant to Section 11. Until the payment
in full of the Senior Debt, the Purchasers shall not exercise any right of
subrogation, reimbursement, restitution, contribution or indemnity whatsoever
from any assets of the Company or any of its Subsidiaries or any other guarantor
of or provider of collateral security for the Senior Debt, except as otherwise
expressly permitted by this Agreement. The Purchasers further waive any and all
rights with respect to marshalling.
4. PAYMENTS HELD IN TRUST. The Purchasers will hold in trust
and immediately pay over to CIT, for the benefit of the Lenders, in accordance
with the terms of a separate written intercreditor agreement among the Lenders,
in the same form of payment received, with appropriate endorsements, for
application to, or, in the sole discretion of the Lenders, in accordance with
the terms of a separate written intercreditor agreement among the Lenders, to be
held as collateral for, the Senior Debt, any cash or cash equivalents,
securities, or other property received by the Purchasers with respect to the
Subordinated Debt, whether received in connection with or during the continuance
of an Insolvency Proceeding or at any other time, in each case except with
respect to payments on the Subordinated Debt expressly permitted pursuant to
Section 2 or Section 6.2.
5. DEFENSE TO ENFORCEMENT. If any of the Purchasers, in
contravention of the terms of this Agreement, shall commence, prosecute or
participate in any suit, action or proceeding against the Company or any of its
Subsidiaries, then the Company or such Subsidiary may interpose as a defense or
plea the making of this Agreement, and any Lender may intervene and interpose
such defense or plea in its own name or in the name of the Company or such
Subsidiary. If any of the Purchasers, in contravention of the terms of this
Agreement, shall attempt to collect any of the Subordinated Debt or enforce any
of the Subordinated Documents, then any Lender, the Company, or any of its
Subsidiaries may, by virtue of this Agreement, restrain the enforcement thereof
in the
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name of such Lender or in the name of the Company or such Subsidiary. If any of
the Purchasers, in contravention of the terms of this Agreement, obtains any
cash or cash equivalents or other assets of the Company or any of its
Subsidiaries as a result of any administrative, legal or equitable actions, or
otherwise, such Purchaser agrees to hold in trust and forthwith to pay, deliver
and assign to CIT, for the benefit of the Lenders, in accordance with the terms
of a separate written intercreditor agreement among the Lenders, with
appropriate endorsements, any such cash or cash equivalents for application to
the Senior Debt and any such other assets as collateral for the Senior Debt, in
accordance with the terms of a separate written intercreditor agreement among
the Lenders.
6. BANKRUPTCY, ETC.
6.1. PAYMENTS RELATING TO SUBORDINATED DEBT. At any meeting of
creditors of the Company or any of its Subsidiaries or in the event of any
Insolvency Proceeding, the Lenders are hereby irrevocably authorized at any such
meeting or in any such proceeding (a) to receive or collect for the benefit of
the Lenders, and there shall be paid to the Lenders, any cash or cash
equivalents or other assets of the Company or such Subsidiary distributed,
divided or applied by way of dividend or payment, or any securities issued, on
account of any Subordinated Debt, (b) to apply such cash or cash equivalents to
or to hold such other assets or securities as collateral for the Senior Debt, in
accordance with the terms of a separate written intercreditor agreement among
the Lenders, and (c) to apply to the Senior Debt, in accordance with the terms
of a separate written intercreditor agreement among the Lenders, any cash or
cash equivalents and the proceeds of any realization upon such other assets or
securities that the Lenders in their discretion elect to effect, until all of
the Senior Debt shall have been paid in full, rendering to the Purchasers any
surplus to which the Purchasers are then entitled. Upon (i) any acceleration of
the principal amount due on any Subordinated Debt or (ii) any payment or
distribution of assets of the Company or any of its Subsidiaries, of any kind or
character, whether in cash, property or securities, following commencement of an
Insolvency Proceeding, all amounts due or to become due upon all Senior Debt
shall first be paid in full, before any payment is made on account of any of the
Subordinated Debt; and following commencement of an Insolvency Proceeding, any
payment or distribution of assets of the Company or any of its Subsidiaries of
any kind or character, whether in cash, property or securities, to which the
Purchasers would be entitled, except for the provisions hereof, shall be paid by
the Company or any of its Subsidiaries or any other person making such payment
or distribution, or by any Purchaser who receives such assets, directly to the
Lenders to the extent necessary to result in all Senior Debt being paid in full,
before any payment or distribution is made to the Purchasers.
6.2. SECURITIES BY PLAN OF REORGANIZATION OR READJUSTMENT.
Notwithstanding the foregoing provisions of Section 6.1, the Purchasers shall be
entitled to receive and retain any securities of the Company or any other
corporation or other entity provided for by a plan of reorganization or
readjustment (a) the payment of which securities is subordinate, at least to the
extent provided in this Agreement with respect to Subordinated Debt, to the
payment of all Senior Debt under any such plan of
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reorganization or readjustment and (b) all other terms of which are reasonably
acceptable to CIT and the Ableco Group Agent.
6.3. SUBORDINATED DEBT VOTING RIGHTS. At any meeting of
creditors or in the event of an Insolvency Proceeding, the Purchasers shall
retain the right to vote and otherwise act with respect to the Subordinated Debt
(including, without limitation, the right to vote to accept or reject any plan
of partial or complete liquidation, reorganization, arrangement, composition or
extension), provided that the Purchasers shall not vote with respect to any such
plan or take any other action in any way so as to contest (a) the validity of
any Senior Debt or any collateral therefor or guaranties thereof, (b) the
relative rights and duties of any holders of any Senior Debt established in any
instruments or agreements creating or evidencing any of the Senior Debt with
respect to any of such collateral or guaranties, or (c) the Purchasers'
obligations and agreements set forth in this Agreement.
7. LENDERS' FREEDOM OF DEALING. The Purchasers agree, with
respect to the Senior Debt and any and all collateral therefor or guaranties
thereof, that the Borrowers and the Lenders may agree to increase the amount of
the Senior Debt, and the Lenders may grant extensions of the time of payment or
performance to and make compromises, including releases of guaranties, and
settlements with the Company, its Subsidiaries and all other persons, in each
case without the consent of the Purchasers or the Company or any such
Subsidiaries and without affecting the agreements of the Purchasers or the
Company contained in this Agreement; provided, however, that (a) nothing
contained in this Section 7 shall constitute a waiver of the right of the
Company or any of its Subsidiaries themselves to agree or consent to a
settlement or compromise of a claim which any Lender may have against the
Company or such Subsidiary, and (b) the provisions of this Section 7 shall be
subject to the limitations set forth in the definition of Senior Debt.
8. MODIFICATION OR SALE OF THE SUBORDINATED DEBT. The
Purchasers agree that they will not, at any time while this Agreement is in
effect, modify or supplement any of the terms of any of the Subordinated Debt or
any of the Subordinated Documents which (i) increases the maximum principal
amount of the Subordinated Debt or the rate of interest on any of the
Subordinated Debt (it being understood that the imposition of a default rate of
interest in the amount and under such circumstances as are contained in the
Subordinated Documents as in effect on the date hereof shall not be restricted
by this clause (i)), (ii) accelerates the dates (including maturity dates) upon
which payments of principal or interest on the Subordinated Debt are due, (iii)
makes more restrictive or adds any event of default or any covenant with respect
to the Subordinated Debt, (iv) changes the redemption or prepayment provisions
of the Subordinated Debt, (v) alters the subordination provisions with respect
to the Subordinated Debt, including, without limitation, purporting to
subordinate the Subordinated Debt to any other debt, (vi) grants any liens or
security interests in any assets of the Company or any of its Subsidiaries or
any other assets securing the Senior Debt, (vii) changes or amends the
definitions of the terms "Event of Default" or "Liquidity Event" in each case as
defined in the Subordinated Documents, or (viii)
10
changes or amends any other term of the Subordinated Documents if such change or
amendment would materially increase the obligations of the Company or any of its
Subsidiaries or confer additional material rights on the Purchasers or any other
holder of the Subordinated Debt in a manner adverse to the Company, any such
Subsidiary, or any Lender; nor will any of the Purchasers sell, transfer,
pledge, assign, hypothecate or otherwise dispose of any or all of the
Subordinated Debt (other than in connection with the WMF Pledge) to any person
other than a person who agrees in a writing, reasonably satisfactory in form and
substance to CIT and the Ableco Group Agent, to become a party hereto and to
succeed to the rights and to be bound by all of the obligations of such
Purchaser hereunder. In the case of any such disposition by a Purchaser, such
Purchaser will notify CIT and the Ableco Group Agent at least five (5) Business
Days prior to the date of any of such intended disposition.
9. AMENDMENT OF THIS AGREEMENT.
(a) No modification or amendment of this Agreement shall be
effective unless the same shall be in writing and signed by CIT, the Ableco
Group Agent, Purchasers holding a majority of the Subordinated Debt, at least
two of whom shall not be Affiliates (as such term is defined in the Subordinated
Agreement), and, to the extent that any such modification or amendment would
adversely affect the rights of the Company or any of its Subsidiaries hereunder,
the Company.
(b) No waiver of any provision of this Agreement and no
consent to any departure by any party hereto from the provisions hereof shall be
effective unless such waiver or consent shall be set forth in a written
instrument executed by the party against which it is sought to be enforced, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No notice to or demand on any party hereto in
any case shall entitle such party to any other or further notice or demand in
the same, similar or other circumstances.
10. COMPANY'S OBLIGATIONS ABSOLUTE. By countersigning this
Agreement, the Company acknowledges and consents to and agrees to perform and be
bound by each provision of this Agreement which expressly recites that the
Company is agreeing thereto by countersigning this Agreement. Nothing contained
in this Agreement shall impair, as between the Company and any of the
Purchasers, the obligation of the Company to pay to such Purchaser all amounts
payable in respect of the Subordinated Debt as and when the same shall become
due and payable in accordance with the terms thereof, or prevent such Purchaser
(except as expressly otherwise provided in this Agreement) from exercising all
rights, powers and remedies otherwise permitted by the Subordinated Documents
and by applicable law upon a default in the payment of the Subordinated Debt or
under any Subordinated Document, all, however, subject to the rights of the
Lenders as set forth in this Agreement.
11. TERMINATION OF SUBORDINATION; REINSTATEMENT OF AGREEMENT. This
Agreement shall continue in full force and effect, and the obligations and
agreements of the Purchasers and the Company hereunder shall continue to be
fully operative, until the
11
Lenders' commitments under the Financing Agreement and the other Loan Documents
shall have been terminated, CIT shall have received cash collateral in such
amount as CIT deems reasonably necessary to secure CIT in connection with any
issued and outstanding Letters of Credit (as defined in the CIT Financing
Agreement) and all of the Senior Debt shall have been paid and satisfied in full
and such full payment and satisfaction shall be final and not avoidable. To the
extent that the Borrowers or any guarantor of or provider of collateral for the
Senior Debt (each, an "Applicable Obligor") makes any payment on the Senior Debt
that is subsequently invalidated, declared to be fraudulent or preferential or
set aside or is required to be repaid to a trustee, receiver or any other party
under any bankruptcy, insolvency or reorganization act, state or federal law,
common law or equitable cause (such payment being hereinafter referred to as a
"Voided Payment"), then to the extent of such Voided Payment, that portion of
the Senior Debt that had been previously satisfied by such Voided Payment shall
be revived and continue in full force and effect as if such Voided Payment had
never been made. In the event that any Voided Payment is recovered from any
Lender, an Event of Default shall be deemed to have existed and to be continuing
from the first date of a return by such Lender of a Voided Payment until the
full amount of all Voided Payments is restored to the Lenders. During any
continuance of any such Event of Default, this Agreement shall be in full force
and effect with respect to the Subordinated Debt. To the extent that any of the
Purchasers (a) receives any payments with respect to the Subordinated Debt
either (i) on or at any time subsequent to the date it receives written notice
from CIT or the Ableco Group Agent of any recovery from any Lender of a Voided
Payment, or (ii) following commencement of an Insolvency Proceeding, or (b) has
received any payments with respect to the principal amount of the Subordinated
Debt within 100 days following any Lender's receipt of such Voided Payment, and
such payments to such Purchaser have not been invalidated, declared to be
fraudulent or preferential or set aside or required to be repaid to a trustee,
receiver, or any other party under any bankruptcy act, state or federal law,
common law or equitable cause, such Purchaser shall be obligated and hereby
agrees that any such payment so held or received shall be deemed to be held or
received in trust for the benefit of such Lender, and such Purchaser hereby
agrees to pay to CIT or the Ableco Group Agent for the benefit of the Lenders
(in accordance with the terms of a separate written intercreditor agreement
among the Lenders) upon demand (made, in the case of any payment described in
clause (b) above, within the 100-day period specified in such clause (b)), the
full amount so held or received by such Purchaser to the extent necessary fully
to restore to the Lenders the amount of such Voided Payment, provided that if
such Purchaser reasonably believes at the time any such payment is required to
be made by it to the Lenders pursuant to clause (b) above that (notwithstanding
the provisions of Section 3) such Purchaser would not have an effective right of
subrogation against the Applicable Obligor were such payment to be made to the
Lenders, upon not less than five (5) Business Days prior written notice to CIT
and the Ableco Group Agent, such Purchaser may make such payment to the
Applicable Obligor. Upon the payment and satisfaction in full of all of the
Senior Debt and the termination of the Lenders' commitments under the Financing
Agreement and the other Loan Documents, which payment shall be final and not
avoidable, this Agreement will automatically terminate without any additional
action by any party hereto.
12
12. NOTICES.
(a) The Purchasers will provide CIT and the Ableco Group
Agent, promptly and in any event within five (5) Business Days of the occurrence
of a Subordinated Default as to which any Purchaser has actual knowledge, with a
Subordinated Default Notice of such Subordinated Default.
(b) All notices and other communications which are required
and may be given pursuant to the terms of this Agreement shall be in writing and
shall be sufficient and effective in all respects if mailed (by registered or
certified mail, postage prepaid), telecopied or delivered as follows:
If to CIT:
The CIT Group/Business Credit, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx, Regional Manager
Telephone No. (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Kronish Xxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
If to Ableco Group Agent:
Ableco Finance LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
13
If to any of the Purchasers, at the addresses (including the
address(es) for copies) therefor set forth on Schedule I
attached hereto or in writing signed by a Person who agrees to
become a party to this Agreement and succeed to all of the
rights and be bound by all of the obligations of a Purchaser
under this Agreement in accordance with Section 8.
If to the Company:
TransTechnology Corporation
000 Xxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Xxxx, Xxxxxx & Parks, LLP
0000 XX Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
or such other address or addresses as any party hereto shall have designated by
written notice to the other parties hereto. Notices shall be deemed given and
effective (i) if sent by registered or certified mail, when received or three
(3) Business Days after mailing, whichever occurs first, (ii) if telecopied,
when transmitted and confirmation received, provided same is on a Business Day
and if, not, on the next Business Day or (iii) if delivered, upon delivery,
provided same is on a Business Day and, if not, on the next Business Day.
(c) Any notices to the Purchasers under Section 12 shall be
deemed to be given to each member of an Affiliated Holder Group if one such
notice is delivered to any member of such Affiliated Holder Group. The initial
Affiliated Holder Groups and members thereof are set forth on Schedule I hereto.
In the event that more than six (6) separate Affiliated Holder Groups are
holders of Subordinated Debt, the Purchasers holding a majority of the
outstanding principal amount of the Subordinated Debt shall appoint an agent,
who shall be designated in writing to CIT and the Ableco Group Agent, to act as
agent for all of the Purchasers, and from and after such time, any and all
notices required to be given to the Purchasers under this Section 12 shall be
given to such agent at the address of such agent provided by or for it in
writing to CIT and the Ableco Group Agent; provided, however, that until any
such agent is so designated, WMF shall be deemed to be such agent (and WMF
hereby agrees to act as such agent and to immediately forward any and all
notices received by it under this Section 12 in such
14
capacity to each Purchaser). Notwithstanding anything to the contrary contained
in this Section 12, (i) CIT and the Ableco Group Agent shall not be required to
give any notices required to be given under this Section 12 to any transferee or
assignee of a Purchaser that has not provided CIT and the Ableco Group Agent
with notice information in writing, (ii) CIT and the Ableco Group Agent shall
not be required to recognize any transferee or assigneee of a Purchaser as a
member of an Affiliated Holder Group unless CIT and the Ableco Group Agent has
been notified of such affiliation in writing, and (iii) CIT and the Ableco Group
Agent may rely upon any written statement by a holder of a Subordinated Note
that such holder is acting on behalf of the Purchasers holding a majority of the
outstanding principal amount of the Subordinated Debt.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
14. JURISDICTION; WAIVER OF JURY TRIAL.
(a) EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX
XXX XXXX IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY
WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN
INCONVENIENT FORUM. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12, SUCH SERVICE TO BECOME
EFFECTIVE 10 DAYS AFTER SUCH MAILING.
(b) EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION
REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. THE COMPANY AND EACH PURCHASER (I) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY LENDER HAS
15
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT CIT
AND THE ABLECO GROUP AGENT HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
15. WAIVER OF RIGHTS. Neither any failure nor any delay on the part
of any party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, and a single or partial exercise thereof shall not
preclude any other or further exercise or the exercise of any other right, power
or privilege.
16. SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provision.
17. FURTHER ASSURANCES, ETC. Each of CIT, the Ableco Group Agent,
the Purchasers and, by countersigning this Agreement, the Company agrees to
execute and deliver such other documents and instruments, in form and substance
reasonably satisfactory to CIT and the Ableco Group Agent, and shall take such
other action, in each case as CIT or the Ableco Group Agent may reasonably
request (at the sole cost and expense of the Company which, by countersigning
this Agreement, agrees to pay such reasonable costs and expenses), to effectuate
and carry out the provisions of this Agreement including, without limitation, by
recording or filing in such places as CIT or the Ableco Group Agent may deem
desirable, this Agreement or such other documents or instruments.
18. LEGENDS. Each Subordinated Note and any other instrument
evidencing the Subordinated Debt shall contain in a conspicuous manner the
following legend:
"THIS NOTE [OR OTHER INSTRUMENT] AND THE INDEBTEDNESS
EVIDENCED HEREBY ARE SUBORDINATE TO THE SENIOR DEBT AS DEFINED
IN, AND IN THE MANNER AND TO THE EXTENT SET FORTH IN, THE
INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF AUGUST
7, 2002 AMONG TRANSTECHNOLOGY CORPORATION, A DELAWARE
CORPORATION, THE PURCHASERS (AS DEFINED THEREIN), THE CIT
GROUP/BUSINESS CREDIT, INC., A NEW YORK CORPORATION AND ABLECO
FINANCE LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS AGENT.
EACH HOLDER OF THIS NOTE [OR OTHER INSTRUMENT] BY ITS
ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH
INTERCREDITOR AND SUBORDINATION AGREEMENT."
16
19. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
prior representations, negotiations, writings, memoranda and agreements with
respect to such subject matters. To the extent any provision of this Agreement
conflicts with any of the Credit Documents, as between the parties hereto the
provisions of this Agreement shall be controlling. This Agreement may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and 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 which enforcement is sought. The section headings
used herein are for convenience of reference only and are not to affect the
construction of or be taken into consideration in interpreting this Agreement.
This Agreement shall be binding upon the Company and shall be binding upon, and
shall inure to the benefit of the Purchasers and the Lenders, their respective
successors and assigns, any lender or lenders refunding or refinancing any of
the Senior Debt or Subordinated Debt and their respective successors and
assigns, but shall not otherwise create any rights or benefits for any third
party. In the event that any lender or lenders refund or refinance any of the
Senior Debt, the terms "CIT Financing Agreement", "Ableco Financing Agreement",
"Loan Documents", "Event of Default" and the like shall refer mutatis mutandis
to the agreements and instruments in favor of such lender or lenders and to the
related definitions contained therein. References herein to "Sections" are,
unless expressly stated otherwise, references to Sections of this Agreement.
(b) The Purchasers have not received and are not a party to
the separate written intercreditor agreement among the Lenders referred to
herein, and such Purchasers are not in any way responsible for the application
of payments to be made thereunder or any actions to be taken thereunder.
17
IN WITNESS WHEREOF, the parties hereto have executed this
Intercreditor and Subordination Agreement as of the date first above written.
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /S/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
ABLECO FINANCE LLC, as agent
and as a lender
By: /S/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
X. X. XXXXXXX MEZZANINE FUND, L.P.
By: Xxxxxxx XX, L.L.C.,
its General Partner
By: /S/ Xxxxxx X. Xxxxxxxx Xx.
------------------------------
Name: Xxxxxx X. Xxxxxxxx Xx.
Title: Partner
ALBION ALLIANCE MEZZANINE
FUND I, L.P.
By: Albion Alliance LLC,
its General Partner
By: /S/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
ALBION ALLIANCE MEZZANINE
FUND II, L.P.
By: AA Mezz II G.P., LLC,
its General Partner
By: Albion Alliance, LLC,
its Sole Member
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Investment Officer
FLEET CORPORATE FINANCE, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
CITIZENS CAPITAL, INC.
By: /s/ XXXXX XXXXXX
---------------------------------
Name: Xxxxx Xxxxxx
Title: Principal
Accepted and Agreed to:
BORROWERS:
TRANSTECHNOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Secretary and General Counsel
NORCO, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TCR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
GUARANTORS:
RETAINERS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TRANSTECHNOLOGY INTERNATIONAL CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TRANSTECHNOLOGY INTERNATIONAL CORPORATION, a
U.S. Virgin Islands international business company
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TTERUSA, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
RANCHO TRANSTECHNOLOGY CORPORATION
By: /S/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
SSP INDUSTRIES
By: /S/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
SSP INTERNATIONAL SALES, INC.
By: /S/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
SCHEDULE I
ADDRESSES FOR NOTICE PURSUANT TO SECTION 12
1. Initially each of the Purchasers shall constitute an individual
Affiliated Holder Group.
2. All notices and other communications shall be given to the
Purchasers as follows:
If to WMF:
X. X. Xxxxxxx Mezzanine Fund, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxx X. X'Xxxxx
Xxxxxx X. Xxxxxxxx, Xx.
with a copy to:
Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
Xxxx Xxxx, Esq.
If to Albion I:
Albion Alliance Mezzanine Fund I, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
with a copy to:
Alliance Capital Magement
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.
If to Albion II:
Albion Alliance Mezzanine Fund II, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
with a copy to:
Alliance Capital Magement
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.
If to Equitable:
The Equitable Life Assurance Society of the
United States
c/o Albion Alliance
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
with a copy to:
AXA Financial/Equitable
1290 Avenue of the Americas
00xx Xxxxx, Xxxxx Xxxxxxxxxx
Xxx Xxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxx, Esq.
If to Fleet:
Fleet Corporate Finance, Inc.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
If to Citizens:
Citizens Capital, Inc.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
