1
Exhibit 10.41
CONSENT AND
AMENDMENT AGREEMENT NO. 1
dated as of August 21, 2000
to that certain
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT AND AMENDMENT AGREEMENT NO. 1 (this "AMENDMENT"), dated as
of August 21, 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 (formerly known as BankBoston, N.A.)
("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"), (e) FNB, as
issuing bank (in such capacity, the "ISSUING BANK"), (f) ABN AMRO Bank N.V., as
Syndication Agent, (g) Bank One, NA (formerly known as The First National Bank
of Chicago), as Documentation Agent, and (h) FNB as Administrative Agent for the
Lenders, the Sterling Fronting Bank, the DM Fronting Bank 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, and as further amended and
restated as of August 31, 1999 (as so amended and restated, the "CREDIT
AGREEMENT"), to which the Borrowers, the Lenders and the Administrative Agent
are parties.
WHEREAS, in connection with the proposed refinancing by TransTechnology
of the amounts outstanding under the Senior Subordinated Loan Agreement, the
Borrowers have requested, on the terms and conditions set forth herein, (i)
certain amendments to the financial covenants of the Credit Agreement, and (ii)
the consent of the Majority Lenders and the Administrative Agent to the terms
and provisions of the Refinancing Subordinated Debt (as defined in Sec. 2 below)
to be issued by TransTechnology; and
WHEREAS, the Borrowers have also requested the consent of the Lenders,
on the terms and conditions set forth herein, to certain asset and share
transfers; and
WHEREAS, the Lenders and the Administrative Agent have agreed to honor
such requests upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto hereby agree as follows:
Section 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended with effect from the Effective Date (as defined in Sec. 9 below)
as follows:
(a) DEFINITIONS REPLACED. Sec. 1 of the Credit Agreement is hereby
amended by deleting the definitions of "Applicable Margin", "Consolidated Total
Interest Expense" and
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"Earnings Before Interest and Taxes" and substituting in lieu thereof the
following new definitions in proper alphabetical sequence:
"APPLICABLE MARGIN.
(a) Until the date immediately preceding the first Reset Date following
August 31, 2000, the Applicable Margin with respect to Base Rate Loans shall be
1.75%, the Applicable Margin with respect to Eurocurrency Rate Loans shall be
3.25%, and the Commitment Fee Rate shall be 0.50%. Subject to paragraph (b)
below, for each period commencing on a Reset Date (beginning with the first
Reset Date following August 31, 2000) through the date immediately preceding the
next Reset Date (each such period, a "RATE SETTING PERIOD"), the Applicable
Margin shall be the applicable percentage set forth in the chart below (the
"PRICING GRID"), based upon the Leverage Ratio as determined for the Reference
Period ended on the last day of the fiscal quarter ended immediately preceding
the commencement of the applicable Rate Setting Period:
APPLICABLE MARGIN
LEVERAGE RATIO BASE RATE EUROCURRENCY COMMITMENT
LOANS RATE LOANS FEE RATE
------------------------------------ ------------------ ----------------- -----------------
2.50:1 or lower 0.50% 2.00% 0.375%
------------------------------------ ------------------ ----------------- -----------------
3.00:1 or lower, but higher than 0.75% 2.25% 0.375%
2.50:1
------------------------------------ ------------------ ----------------- -----------------
3.50:1 or lower, but higher than 1.00% 2.50% 0.500%
3.00:1
------------------------------------ ------------------ ----------------- -----------------
4.00:1 or lower, but higher than 1.25% 2.75% 0.500%
3.50:1
------------------------------------ ------------------ ----------------- -----------------
4.50:1 or lower, but higher than 1.50% 3.00% 0.500%
4:00:1
------------------------------------ ------------------ ----------------- -----------------
Higher than 4.50:1 1.75% 3.25% 0.500%
------------------------------------ ------------------ ----------------- -----------------
(b) If no Compliance Certificate is delivered when required by
Sec. 9.4(c), then, for the period commencing on the next Reset Date following
the date on which such delivery was required through the date immediately
following the date of actual delivery to the Administrative Agent of such
Compliance Certificate, the Applicable Margin and the Commitment Fee Rate shall
be set at the highest applicable rate set forth in the Pricing Grid."
"CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate
amount of interest required to be paid by TransTechnology and its Subsidiaries
during such period on all Indebtedness of TransTechnology and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of cash interest in respect of Subordinated Debt or
Capitalized Leases and including commitment fees, agency fees, facility fees and
similar fees or expenses in connection with the borrowing of money, but
EXCLUDING all non-cash payments, including without limitation the
payment-in-kind of interest on any Subordinated Debt of TransTechnology or the
non-cash amortization of fees paid with respect to the Prior Credit Agreement or
pursuant to Secs. 6.1 and 6.2 under this Credit Agreement on the Closing Date."
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"EARNINGS BEFORE INTEREST AND TAXES. The consolidated earnings (or
loss) from the operations of TransTechnology and its Subsidiaries for any
period, after all expenses and other proper charges but before payment or
provision for any income taxes or interest expense for such period, determined
in accordance with generally accepted accounting principles, after eliminating
therefrom (a) all non-cash items of income (or loss), other than depreciation or
amortization, otherwise included in consolidated earnings (or loss), and (b)
without duplication, all non-recurring items of income (or loss) resulting from
the discontinuation of operations but only to the extent that all assets
characterized as belonging to or being employed in such operations are also
excluded from Consolidated Total Assets pursuant to the definition thereof."
(b) DEFINITION AMENDED. The definition "Approved Acquisition" set forth
in Sec. 1 of the Credit Agreement is hereby amended as follows:
(i) by deleting the words "audited financial statements . . .
capital stock of TransTechnology," from the fifth through thirteenth
lines of the first paragraph thereof, and substituting therefor the
following:
"the aggregate consideration, whether in cash, property or shares of
capital stock of TransTechnology payable by the applicable member of
the TransTechnology Group (including the full amount of any contingent
payment potentially payable by any member of the TransTechnology Group
pursuant to any post-closing adjustment to the purchase price,
earn-out, or otherwise), does not, when aggregated with the amount of
Indebtedness being assumed by any members of the TransTechnology Group
or remaining outstanding after the Acquisition Closing Date with
respect thereto, exceed $10,000,000 on such Acquisition Closing Date,"
(ii) by deleting from clause (d) thereof the number
"$15,000,000" and substituting therefor the number "$5,000,000".
(c) CONSOLIDATED EBITDA TO CONSOLIDATED TOTAL INTEREST EXPENSE.
Sec. 11.1 of the Credit Agreement is hereby amended by deleting the table set
forth at the end of such Sec. 11.1 and substituting in lieu thereof the
following table:
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"PERIOD RATIO
From July 1, 2000 through 1.75 : 1
September 30, 2001
From October 1, 2001 through 2:00 : 1
September 30, 2002
From October 1, 2002 through 2.25 : 1
September 30, 2003
From October 1, 2003 and thereafter 2.50 : 1"
(d) FIXED CHARGE COVERAGE RATIO. Sec. 11.2 of the Credit Agreement is
hereby amended by deleting the table set forth at the end of such Sec. 11.2 and
substituting in lieu thereof the following table:
"PERIOD RATIO
From July 1, 2000 through 1.25 : 1
March 31, 2002
From April 1, 2002 through June 30, 2003 1.35 : 1
From July 1, 2003 and thereafter 1.50 : 1
(e) LEVERAGE RATIO. Sec. 11.3 of the Credit Agreement is hereby
amended by deleting the table set forth at the end of such sec. 11.3 and
substituting in lieu thereof the following table:
"PERIOD RATIO
From July 1, 2000 through 5.00 : 1
June 30, 2001
From July 1, 2001 through 4.75 : 1
June 30, 2002
From July 1, 2002 through 4.50 : 1
March 31, 2003
From April 1, 2003 through 4.25 : 1
December 31, 2003
From January 1, 2004 and thereafter 4.00 : 1"
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(f) SENIOR LEVERAGE RATIO. Sec. 11.4 of the Credit Agreement is hereby
amended by deleting such Sec. 11.4 in its entirety and substituting in lieu
thereof the following new Sec. 11.4:
"11.4. SENIOR LEVERAGE RATIO. TransTechnology will not permit
the Senior Leverage Ratio at any time during any Reference Period
ending during any period described in the table set forth below to
exceed the ratio set forth opposite such period in such table:
PERIOD RATIO
From July 1, 2000 through 3.75 : 1
June 30, 2001
From July 1, 2001 through 3.50 : 1
June 30, 2002
From July 1, 2002 through March 31, 2003 3.25 : 1
From April 1, 2003 through 3.00 : 1
December 31, 2003
From January 1, 2004 and thereafter 2.75 : 1"
(g) MINIMUM NET WORTH. Sec. 11.5 of the Credit Agreement is hereby
amended by deleting such Sec. 11.5 in its entirety and substituting in lieu
thereof the following new Sec. 11.5:
"11.5. MINIMUM NET WORTH. TransTechnology will not permit
Consolidated Net Worth at any time to be less than $110,000,000, as
such amount shall be increased at the end of each fiscal quarter
thereafter (commencing with the fiscal quarter ending on or around
September 30, 2000), for the fiscal quarter thereafter, by the addition
of seventy-five percent (75%) of Consolidated Net Income earned after
June 30, 2000."
Section 2. CONSENT TO TERMS OF REFINANCING SUBORDINATED DEBT. Subject
to the conditions set forth herein, the Administrative Agent and the
Majority Lenders hereby consent to the terms and conditions, including the
subordination provisions, of the Subordinated Debt proposed to be issued by
TransTechnology as summarized on EXHIBIT A attached hereto, and agree that
any Indebtedness on such terms and subject to such conditions shall
constitute "Subordinated Debt" for all purposes of the Credit Agreement
(such Subordinated Debt, the "REFINANCING SUBORDINATED DEBT").
Section 3. CONSENT TO CERTAIN ASSET AND SHARE TRANSFERS
(a) TransTechnology has advised the Administrative Agent that it wishes
to (i) transfer all of the assets (the "PALNUT ASSET TRANSFER") of its Palnut
Division, other than the real property located at Mountainside, New Jersey (the
"MOUNTAINSIDE PROPERTY"), to TransTechnology Engineered Components, LLC, a
Delaware limited liability company which is wholly-owned by TransTechnology
("TTEC"), (ii) lease the Mountainside Property to TTEC, (iii) change the name of
Industrial Retaining Ring Company, a New Jersey
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corporation ("IRR"), to TransTechnology Engineered Rings USA, Inc. (following
such name change being referred to herein as "TTER"), and (iv) transfer one (1)
common share of TransTechnology Canada Corporation, an Ontario corporation
("TTC"), currently held by TransTechnology to TTEC (the "SHARE TRANSFER").
(b) The Palnut Asset Transfer is prohibited under Sec. 10.5.2(a) of
the Credit Agreement and the Share Transfer is prohibited under Sec. 10 of the
Amended and Restated Securities Pledge Agreement dated as of June 30, 1995,
amended and restated as of August 31, 1999 (as amended and in effect from time
to time, the "ORIGINAL SECURITIES PLEDGE AGREEMENT") by and among
TransTechnology, SSP Industries ("SSP") and TransTechnology Xxxxxx, Inc.
(together with TransTechnology and SSP, the "PLEDGORS"). TransTechnology has
requested that the Majority Lenders provide written consent to each of the
Palnut Asset Transfer and the Share Transfer, and to the extent necessary, waive
the provisions of Sec. 10.5.2(a) of the Credit Agreement and Sec. 10 of the
Original Securities Pledge Agreement to permit the Palnut Asset Transfer and the
Share Transfer.
(c) The Majority Lenders hereby consent to the Palnut Asset Transfer
and the Share Transfer and waive the provisions of Sec. 10.5.2(a) of the Credit
Agreement and sec. 10 of the Original Securities Pledge Agreement solely to the
extent necessary to permit the Palnut Asset Transfer and the Share Transfer, on
the following conditions:
(i) the receipt by the Administrative Agent of a completed and
fully executed Perfection Certificate and the results of UCC searches for both
TTEC and TTER with respect to each of their Collateral, indicating no liens
other than Permitted Liens;
(ii) the receipt by the Administrative Agent of completed and
fully executed financing statements from TTEC and amendments to financing
statements with respect to the name change of IRR to TTER, as may, in each case,
be requested by the Administrative Agent;
(iii) the Administrative Agent's satisfactory review of the
proposed lease of the Mountainside Property by TransTechnology to TTEC;
(iv) the receipt by the Administrative Agent of a fully
executed Securities Pledge Agreement (the "TTEC SECURITIES PLEDGE AGREEMENT")
signed by TTEC, as pledgor, and TTC with respect to the one common share of TTC
held by TTEC, in substantially the form of the Original Securities Pledge
Agreement;
(v) the receipt by the Administrative Agent of a
fully-executed Amendment to the Original Securities Pledge Agreement signed by
each of the Pledgors to reflect the Share Transfer (the "SECURITIES PLEDGE
AMENDMENT");
(vi) the receipt by the Administrative Agent of evidence that
all corporate and limited liability company action necessary for the valid
execution, delivery and performance by the Borrowers, the Pledgors, TTEC, TTER
and TTC of the documents referred to in and the transactions contemplated by
this Sec. 3 shall have been duly and effectively taken;
(vii) the receipt by the Administrative Agent of an opinion of
counsel, which may be the general counsel of TransTechnology, addressed to the
Lenders and the Administrative Agent, relating to (i) the due authorization,
execution and delivery of the
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TTEC Securities Pledge Agreement and the Securities Pledge Amendment and the
legality, validity and binding effect thereof, and (ii) the Palnut Asset
Transfer and the Share Transfer.
Section 4. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be conditioned upon the satisfaction of the following conditions
precedent:
Section 4.1. DELIVERY OF DOCUMENTS. This Amendment shall have been
executed and delivered to the Administrative Agent by each of the Borrowers, the
Guarantors, and the Majority Lenders.
Section 4.2. 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 4.3. 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
Amendment is to become effective. No event shall have occurred on or prior to
the date this Amendment is to become effective and be continuing, and no
condition shall exist on the date this Amendment is to become effective, which
constitutes a Default or Event of Default.
Section 4.4. 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 4.5. PAYMENT OF AMENDMENT FEE. The payment in cash of the
Amendment Fee (as defined in sec. 8 below) to the Administrative Agent on behalf
of the Lenders.
Section 5. 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,
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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
(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 6. 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 7. 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 8. AMENDMENT FEE. In connection with the approval of this
Amendment, TransTechnology hereby agrees to pay to the Administrative Agent for
the pro-rata benefit of each Lender consenting to this Amendment an amendment
fee equal to 1/4% of each such consenting Lender's Commitment (the "AMENDMENT
FEE").
Section 9. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in sec. 4 hereof, this Amendment shall be deemed
to be effective as of the date hereof (the "EFFECTIVE DATE").
Remainder of page intentionally left blank.
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IN WITNESS WHEREOF, the undersigned have duly executed this Consent and
Amendment Agreement No. 1 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
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: Managing Director
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
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FLEET NATIONAL BANK
(f/k/a BankBoston, N.A.), individually and
as Administrative Agent
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx
Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
BANK ONE, NA (f/k/a The First National Bank of
Chicago)
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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KEY CORPORATE CAPITAL INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
BANK OF NOVA SCOTIA
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
COMERICA BANK
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: First Vice President
DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN
BRANCHES
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Assistant Treasurer
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Assistant Treasurer
SUMMIT BANK
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
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 and Secretary
PALNUT FASTENERS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
INDUSTRIAL RETAINING RING COMPANY
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
RETAINERS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
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XXXXXX TRANSTECHNOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TRANSTECHNOLOGY SYSTEMS & SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
ELECTRONIC CONNECTIONS AND ASSEMBLIES, INC.
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
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TRANSTECHNOLOGY XXXXXX INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
XXXXXX 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
AEROSPACE RIVET MANUFACTURERS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
NORCO, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
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XXXXXXXXX XXXXX MANUFACTURERS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
XXXXXXX RING & WASHER INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TRANSTECHNOLOGY ENGINEERED
COMPONENTS, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
TRANSTECHNOLOGY CANADA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
S-7
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EXHIBIT A to
Consent and Amendment
Agreement No. 1
TERMS OF REFINANCING SUBORDINATED DEBT
--------------------------------------
