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EXCHANGE ESCROW AGREEMENT
This EXCHANGE ESCROW AGREEMENT (this "AGREEMENT"), dated as of August
31, 1999, among TransTechnology Corporation, a Delaware corporation or any
successor thereof (the "COMPANY"), State Street Bank and Trust Company, as
Trustee under the Indenture (as defined below) (in such capacity, the "TRUSTEE")
and as escrow agent hereunder (in such capacity, the "ESCROW AGENT"), and
BankBoston, N.A. ("BANKBOSTON") as Administrative Agent (in such capacity, the
"ADMINISTRATIVE AGENT"), for the ratable benefit of the Holders (as defined
below) from time to time.
RECITALS:
WHEREAS, the Company has entered into a Senior Subordinated Note
Purchase Agreement (the "LOAN AGREEMENT"), dated as of the date hereof, among
the Company, the Lenders party thereto and the Administrative Agent;
WHEREAS, pursuant to the Loan Agreement, the Company has executed and
delivered to the Escrow Agent (i) an Indenture among the Company, the Guarantors
named therein (collectively, the "GUARANTORS"), and State Street Bank and Trust
Company, as Trustee (the "INDENTURE"), and (ii) a Series A Senior Subordinated
Note in global form made by the Company and guaranteed by the Guarantors, in an
aggregate principal amount equal to $75,000,000 (the "GLOBAL EXCHANGE NOTE";
together with the Indenture, the "ESCROWED PROPERTY"); and
WHEREAS, the Company and the Administrative Agent desire to appoint the
Escrow Agent as escrow agent for the purpose of receiving and holding the
Escrowed Property, and the Escrow Agent is willing to serve as escrow agent,
subject to and in accordance with the terms and provisions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. DEFINITIONS; APPOINTMENT; DEPOSIT, REPRESENTATIONS AND COVENANTS;
RELEASE.
1.1. DEFINITIONS. Capitalized terms used herein and not defined shall
have the meanings assigned to them in the Loan Agreement.
"CONTESTING PARTY": see Section 2.7.
"ESCROW ACCOUNT": see Section 1.3(a).
"ESCROWED PROPERTY": see the recitals to this Agreement.
"EXCHANGE NOTICE" See Section 1.5(a).
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"GLOBAL EXCHANGE NOTE": see the recitals to this Agreement.
"GUARANTORS": see the recitals to this Agreement.
"HOLDERS" means any Holder of a Note under the Loan Agreement or the
Indenture referred to therein.
"INDENTURE": see the recitals to this Agreement.
"INITIAL RELEASE DATE": see Section 1.5(a).
"LOAN AGREEMENT": see the recitals to this Agreement.
1.2. APPOINTMENT OF THE ESCROW AGENT. The Company appoints the Escrow
Agent as escrow agent in accordance with the terms and conditions set forth
herein and the Escrow Agent hereby accepts such appointment.
1.3. ESCROW ACCOUNT; ESCROW DEPOSIT. Prior to the execution hereof, the
Company shall have caused the Escrow Agent to have opened an account for the
deposit of the Escrowed Property (the "ESCROW ACCOUNT") at its offices in
Boston, Massachusetts (Account No. [ ]), in the name of and under the sole
dominion and control of the Escrow Agent and subject to the terms of this
Agreement. Simultaneously with the execution hereof, the Company has caused to
be delivered to the Escrow Agent, (i) and the Escrow Agent hereby acknowledges
receipt of, for deposit in the Escrow Account, each of the Global Exchange Note,
executed by the Company and each of the Guarantors, and (ii) four originals of
the Indenture, each executed by the Company and each of the Guarantors.
1.4. REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company hereby represents, warrants, covenants and agrees that:
(a) This Agreement has been duly authorized, executed and delivered by
the Company and constitutes a valid and binding agreement of the Company, and is
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and (ii)
general principles of equity including without limitation concepts of
materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief (regardless of
whether considered in a proceeding in equity or at law); and the execution,
delivery and performance of this Agreement by the Company does not and will not
violate any applicable law or regulation.
(b) The Company shall not create, incur, or assume any lien on or
security interest in the Escrowed Property, and the Company hereby represents
and warrants that each of the Escrowed Documents have been duly authorized and
the
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Global Exchange Note has been duly issued and delivered to the Escrow Agent
on the date hereof.
1.5. RELEASE OF THE ESCROWED PROPERTY
(a) Subject to the terms and conditions set forth herein, the Escrow
Agent shall release the Escrowed Property to the Trustee under the Indenture in
accordance with this Section 1.5. Subject to Section 1.5(b) below, at any time
following the one year anniversary of the Closing Date, if any Notes are then
outstanding and have not been paid in full or otherwise repurchased or redeemed
by the Company (as certified to the Escrow Agent by the Administrative Agent)
the Escrow Agent shall upon the written direction of the Administrative Agent
(an "EXCHANGE NOTICE") certifying that such release and delivery has been
requested by a Holder or Holders of Term Notes pursuant to and in accordance
with Section 5 of the Loan Agreement (such Holder(s), the "REQUESTING
HOLDER(S)"), release and deliver (i) to the Company, two of the originals of the
Indenture executed by the Company and the Guarantors, (ii) to the Trustee two of
the originals of the Indenture executed by the Company and the Guarantors, and
(iii) to the Trustee, the Global Exchange Note executed by the Company and the
Guarantors, to be held by the Trustee as Custodian therefor pursuant to the
Indenture, PROVIDED that at the time of such release the aggregate principal
amount of the Global Exchange Note shall be endorsed by the Trustee in
accordance with Section 2.01(b) of the Indenture on the date of such release in
an amount equal to the principal amount of the Notes or Notes then held by such
Requesting Holder or Holders (as certified to the Escrow Agent and the Trustee
by the Administrative Agent and the Company in the Exchange Notice), and such
Global Exchange Note shall thereupon constitute the initial Global Note under
and as defined in the Indenture, and shall be subject to subsequent adjustment
in accordance with the provisions thereof.
(b) Two (2) Business Days following its receipt of written notice from
the Administrative Agent of the repayment of all Notes (including by repurchase
or redemption), the Escrow Agent shall release to the Company all Escrowed
Property remaining in the Escrow Account and the Escrow Agent shall be
discharged from all obligations under this Agreement and shall have no further
duties or responsibilities in connection herewith. The Administrative Agent
agrees that it shall notify the Escrow Agent promptly in writing of the
repayment of all of the Notes.
(c) The Escrow Agent shall not be required to release any of the
Escrowed Property unless it shall first have received from the Administrative
Agent the Exchange Notice containing the certifications described in the
foregoing clause (a), and upon receipt of such Exchange Notice, the Escrow Agent
shall comply with Section 1.5(a) no earlier than the second (2nd) Business Day
following such receipt. Any such Exchange Notice shall include such participant
account or other necessary information with respect to the Global Exchange Note
as the Escrow Agent and/or the Trustee may deem necessary to carry out such
release. Any notices or instructions provided or certified to the Escrow Agent
and/or the Trustee by the Administrative Agent in or pursuant to any Exchange
Notice or otherwise may be reasonably relied upon in good faith by the Escrow
Agent and the Trustee for any
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purpose hereunder or under the Indenture, including without limitation for the
purposes of Section 1.5(a) above and Sections 2.01(b) and 2.06 of the Indenture.
(d) Notwithstanding anything to the contrary stated herein, the Escrow
Agent shall not be obligated to carry out any release pursuant to this Section
1.5 sooner than the third Business Day after it has received the requisite
documents specified in this Section 1.5 and passage of the required date for
release, as applicable.
2. EXCULPATION AND INDEMNIFICATION OF THE ESCROW AGENT.
2.1. The Escrow Agent shall have no duties or responsibilities other
than those expressly set forth herein and no duties, responsibilities or
obligations shall be inferred or implied. The Escrow Agent shall not be subject
to, nor required to comply with, any other agreement between or among the
Company and the Holders to which the Company or the Holders are a party, even
though reference thereto may be made herein, or to comply with any direction or
instruction (other than those contained herein or delivered in accordance with
this Agreement). The Escrow Agent shall not be required to, and shall not,
expend or risk any of its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder. The Escrow Agent shall have
no duty to enforce any obligation of any other person to make any payment or
delivery, or to direct or cause any payment or delivery to be made by any other
person, or to enforce any obligation of any other person to perform any other
act. In no event shall the Escrow Agent be held to a higher degree of care
toward the Escrowed Property under this Agreement than it exercises toward its
own similar property. The Escrow Agent shall be under no liability to the other
parties hereto or to the Holders or to anyone else by reason of any failure on
the part of any party hereto or any maker, guarantor, endorser or other
signatory of any document or any other person to perform such person's
obligations under any such document.
2.2. The Escrow Agent shall not be liable to the other parties hereto
or to the Holders or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own reasonable judgment and the absence of gross negligence or
willful misconduct. The Escrow Agent shall not incur any liability for not
performing any act or fulfilling any duty, obligation or responsibility
hereunder by reason of any occurrence beyond the control of it (including but
not limited to any act or provision of any present or future law or regulation,
or governmental authority, any act of God or war, or the unavailability of the
Federal Reserve Bank wire or telex or other wire or communication facility). The
Escrow Agent may (in the absence of bad faith) rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by it), statement, instrument,
report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions but also as to the truth and
acceptability of any information therein contained) which is reasonably believed
by it to be genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand, or any
waiver,
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modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a writing delivered to it signed by the proper party
or parties and, if its duties or rights are affected, unless it shall deliver
its written consent thereto. In no event shall the Escrow Agent be liable (i)
for (in the absence of bad faith) acting in accordance with or relying upon any
instruction, notice, demand, certificate or document from any party or any
entity acting on behalf of any party, (ii) for any consequential, punitive or
special damages, (iii) for the acts or omissions of its nominees,
correspondents, designees, subagents or subcustodians or (iv) for an amount in
excess of the value of the Escrowed Property.
2.3. The Escrow Agent shall (in the absence of bad faith) not be
responsible for the sufficiency or accuracy of the form of, or the execution,
validity, value or genuineness of, any document or property received, held or
delivered by it hereunder, or of any signature or endorsement thereon, or for
any lack of endorsement thereon, or for any description therein, nor shall the
Escrow Agent be responsible or liable to the other parties hereto or to anyone
else in any respect on account of the identity, authority or rights of the
persons executing or delivering or purporting to execute or deliver any document
or property or this Agreement. The Escrow Agent shall have no responsibility
with respect to the use or application of any funds or other property paid or
delivered by the Escrow Agent pursuant to the provisions hereof.
2.4. The Escrow Agent shall be indemnified and held harmless by the
Company from and against any and all claims, losses, liabilities, costs, damages
or expenses, including reasonable counsel fees and disbursements, incurred by
the Escrow Agent in connection with or related to this Escrow Agreement or its
being Escrow Agent hereunder, including, but not limited to all claims, losses,
liabilities, costs, damages or expenses, including reasonable counsel fees and
disbursements, incurred by the Escrow Agent in connection with any action, suit
or other proceeding involving any claim, or in connection with any claim or
demand, which in any way, directly or indirectly, arises out of or relates to
this Agreement, the services of the Escrow Agent hereunder, the monies or other
property held by it hereunder, except to the extent such liability, expense or
claim is attributable to the bad faith, gross negligence or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall, if a claim in respect thereof is to be made against any of
the other parties hereto, notify such other parties thereof in writing and such
other party may, by written notice to the Escrow Agent accepting its obligation
to indemnify the Escrow Agent hereunder with respect to such claim, assume the
defense of such claim; but the failure by the Escrow Agent to give such notice
shall not relieve the Company from any liability which the Company may have to
the Escrow Agent hereunder except to the extent the Company is actually
prejudiced thereby. For the purposes hereof, the term "claims, losses,
liabilities, costs, damages or expenses" shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Company, and all costs and expenses, including, but not limited
to, reasonable counsel fees and
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disbursements paid or incurred in investigating or defending against any such
claim, demand, action, suit or proceeding.
2.5. The Escrow Agent makes no representation as to the validity,
value, genuineness or collectibility of any security or other document or
instrument held by or delivered to it. The Escrow Agent does not make any
representation as to the validity or sufficiency of this Agreement, except for
the due execution and delivery of this Agreement by the Escrow Agent, as to
which it hereby so represents and warrants.
2.6. The Escrow Agent shall not be called upon to advise any party as
to selling or retaining, or taking or refraining from taking any action with
respect to, any securities or other property deposited hereunder.
2.7. If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which in any way affects the Escrowed Property
(including, but not limited to, orders of attachment or garnishment or other
forms of levies or injunctions or stays relating to the transfer of Escrowed
Property), the Escrow Agent shall give prompt written notice thereof to the
Administrative Agent and the Company. Unless the Administrative Agent or the
Company or both of them shall, within ten Business Days after receipt of such
notice by the last of the addressees thereof to receive it, advise the Escrow
Agent in writing of the intention of the Administrative Agent, the Company or
both of them (the "CONTESTING PARTY") to contest diligently and in good faith
such order, judgment, decree, writ or other form of process at the sole cost and
expense of such contesting party, the Escrow Agent is authorized to comply
therewith in any manner as it or its legal counsel of its own choosing deems
appropriate; and if the Escrow Agent complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, the Escrow Agent shall (in the absence of bad faith) not
be liable to any of the parties hereto or to any other person or entity even
though such order, judgment, decree, writ or process may be subsequently
modified or vacated or otherwise determined to have been without legal force or
effect. If at any time the Escrow Agent is served with any final judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which is not subject to appeal and which in any way
affects the Escrowed Property (including but not limited to orders of attachment
or garnishment or other forms of levies or injunctions or stays relating to the
transfer of the Escrowed Property), the Escrow Agent is authorized (in the
absence of bad faith) to comply therewith in any manner as it or its legal
counsel of its own choosing deems appropriate.
2.8. The Escrow Agent is authorized (in the absence of bad faith) to
comply with and rely upon any notices, instructions or other communications
reasonably believed by it to have been sent or given by the Administrative Agent
or by a person or persons authorized by the Administrative Agent. Whenever under
the terms hereof the time for giving a notice or performing an act falls upon a
day that is not a Business Day, such time shall be extended to the next
succeeding Business Day.
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2.9. This Agreement is for the exclusive benefit of the parties hereto
and their respective successors hereunder, and shall not be deemed to give,
either express or implied, any legal or equitable right, remedy, or claim to any
other entity or person whatsoever.
2.10 The Escrow Agent shall not be required to receive or hold any
payments of interest upon or any other payment with respect to the Global
Exchange Note, and may return any such payment to the Company or transfer any
such payment to the Administrative Agent without liability to any other party
hereto.
3. COMPENSATION OF THE ESCROW AGENT. The Escrow Agent shall be entitled
to payment from the Company for all services rendered subsequent to the date
hereof, in the amounts and at the times set forth on SCHEDULE 1 hereto or as
shall be agreed upon between the Company and the Escrow Agent from time to time,
and reimbursement from the Company, upon demand, for all expenses, payments and
advances paid or incurred by it in the administration of its duties hereunder,
including, but not limited to, all reasonable counsel and agents' fees and
disbursements and all taxes or other governmental charges. The Escrow Agent
shall be paid any compensation or reimbursement of expenses owed to it by the
Company, and the Escrow Agent shall have no interest in the Escrowed Property
with respect to such amounts.
4. FURTHER ASSURANCES. From time to time on and after the date hereof,
the other parties hereto shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do and cause to be done
such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and is Agreement.
5. TERMINATION OF AGREEMENT OF THE ESCROW AGENT.
(a) The Escrow Agent may at any time resign as such by delivering
written notice of such resignation in duplicate, one copy to the Administrative
Agent and one copy to the Company. The resignation of the Escrow Agent will take
effect on the appointment of a successor designated by the Administrative Agent
and reasonably acceptable to the Company. If a successor Escrow Agent has not
accepted its appointment within thirty calendar days after the Escrow Agent
gives notice to the Administrative Agent and the Company of its intention to
resign, the Escrow Agent may apply to a court of competent jurisdiction for the
appointment of a successor, and the costs and expenses (including reasonable
counsel fees and disbursements) incurred by the Escrow Agent in connection with
such proceeding shall be paid by the Company. Upon the appointment of a
successor Escrow Agent, the resigning Escrow Agent shall deliver the Escrowed
Property to the successor Escrow Agent, whereupon the resigning Escrow Agent
shall be discharged of and from any and all further obligations arising in
connection with this Agreement. This Agreement shall terminate on the final
disposition of the Escrowed Property in
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accordance with the terms of this Agreement, PROVIDED, HOWEVER, that upon any
termination, Sections 2, 3, 6 and 8.4 shall survive the termination hereof.
(b) The Administrative Agent may, at any time and for any reason, and
shall, upon any event set forth in the next succeeding sentence, remove the
Escrow Agent and appoint a successor Escrow Agent by written instrument in
duplicate, specifying such removal and the date on which it is intended to
become effective, signed on behalf of the Administrative Agent, one copy of
which shall be delivered to the Escrow Agent being removed and one copy to the
successor Escrow Agent. The Escrow Agent shall be removed as aforesaid if it
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Escrow Agent or of its property shall be appointed, or any
public officer shall take charge or control of it or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation. Any removal of
the Escrow Agent and any appointment of a successor Escrow Agent shall become
effective upon acceptance of appointment by the successor Escrow Agent. As soon
as practicable after appointment of the successor Escrow Agent, the
Administrative Agent shall cause written notice of the change in the Escrow
Agent to be given to the Company and to each Holder.
6. CONSENT TO SERVICE OF PROCESS. Each of the parties hereto hereby
irrevocably consents to the jurisdiction of the courts of the Commonwealth of
Massachusetts and of any federal court located in the City of Boston in
connection with any action, suit or other proceeding arising out of or relating
to this Agreement or any action taken or omitted hereunder, and waives personal
service of any summons, complaint or other process and agrees that the service
thereof may be made by certified or registered mail directed to such person at
such person's address for purposes of notices hereunder. Should the person so
served fail to appear or answer within the time prescribed by law, that person
shall be deemed in default and judgment may be entered against that person for
the amount or other relief as demanded in any summons, complaint or other
process so served.
7. NOTICES. All notices, requests, demands and other communications
provided for herein shall be writing, shall be delivered by hand, by first-class
mail or by facsimile transmission, shall be deemed given or sent when received,
and shall be addressed to the parties hereto at their respective addresses and,
if applicable, facsimile numbers listed below or to such other persons or
addresses or facsimile numbers as the relevant party shall designate as to
itself from time to time in writing delivered in like manner:
If to the Company, to:
TransTechnology Corporation
000 Xxxxx Xxxx
Xxxxxxx Xxxxxx, Xxx Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Chief Financial Officer
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With a separate copy delivered to:
Xxxx Xxxxxx & Parks LLP
0000 XX Xxxxxxx Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: F. Xxxxxx X'Xxxxx, Esq.
if to the Administrative Agents, to:
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
with a copy to:
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: T. Xxxxxxx Xxxxxxxxxx, Esq.
if to the Escrow Agent, to:
State Street Bank and Trust Company
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Facsimile No.: (617) 662-__________
Attention: Corporate Trust Department
Attention: TransTechnology Corporation
Warrant Escrow Agreement
8. MISCELLANEOUS.
8.1. All amounts referred to herein are expressed in Dollars and all
payments by or to the Escrow Agent shall made in Dollars.
8.2. This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing such
instrument to be drafted. The terms "HEREBY", "HEREIN", "HEREOF", "HERETO",
"HEREUNDER" and any similar terms, as used in this Agreement, refer to this
Agreement in its entirety and not only to the particular portion of this
Agreement where the term is used. The word "person" shall mean any natural
person, partnership, corporation, government and any other form of business or
legal entity. All words or terms used in this Agreement, regardless of the
number or gender in which they are used, shall be
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deemed to include any other number and any other number as the context may
require.
8.3. This Agreement and the rights and obligations hereunder of the
Company may be assigned by it only to a successor to its entire business. The
succession, resignation or replacement of the Administrative Agent shall be in
accordance with and subject to the provisions of the Loan Agreement. Any
corporation into which the Escrow Agent may be merged or converted, or any
corporation resulting from any consolidation to which the Escrow Agent or any of
its respective successors shall be a party, and any corporation which acquires
substantially all of the corporate trust business of the Escrow Agent or any of
its respective successors, shall be a successor Escrow Agent, as the case may
be, without any further act. Any such successor Escrow Agent shall promptly
cause written notice of its succession as Escrow Agent to be delivered to the
Company and the Administrative Agent. This Agreement shall be binding upon and
inure to the benefit of each party's respective successors, heirs and permitted
assigns. No other person shall acquire or have any rights under or by virtue of
this Agreement. This Agreement may not be changed orally or modified, amended or
supplemented without an express written agreement executed by the Escrow Agent
and the other parties hereto. This Agreement is intended to be for the sole
benefit of the parties hereto and their respective successors, heirs and assigns
and none of the provisions of this Agreement are intended to be, nor shall they
be construed to be, for the benefit of any other person.
8.4. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
8.5. This Agreement may be executed in any number of counterparts, and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. One or more counterparts of this
Escrow Agreement may be delivered via telecopier, with the intention that they
shall have the same effect as an original counterpart hereof.
8.6. The headings contained in this Agreement are for convenience of
reference only and shall have no effect on the interpretation or operation
thereof.
8.7. This Agreement shall constitute the entire agreement of the
parties with respect to the subject matter and supersedes all prior oral or
written agreements in regard thereto. Except as otherwise permitted herein, this
Escrow Agreement may be modified only by a written amendment signed by all the
parties hereto, and no waiver of any provision hereof shall be effective unless
expressed in a writing signed by the party to be charged.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.
TRANSTECHNOLOGY CORPORATION
By:/s/Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & CFO
BANKBOSTON, N.A.,
as Administrative Agent
By:/s/Xxxxxx X. XxxXxxxxxx
---------------------------
Name: Xxxxxx X. XxxXxxxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY,
as Trustee and Escrow Agent
By:/s/Xxxx Xxxxx
---------------------------
Name: XXXX XXXXX
Title: VICE PRESIDENT
00
[XXXXX XXXXXX LOGO]
SCHEDULE OF FEES
TRUSTEE, WARRANT AGENT AND ESCROW AGENT SERVICES
TRANSTECHNOLOGY CORPORATION
EXCHANGE NOTES AND WARRANTS
ACCEPTANCE FEE (ONE TIME)
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Covers the complete study and consideration of the Indenture, the Warrant
Agreement and the Escrow Agreement and/or other instruments together with all
supporting documents up to and including the closing:
$4,500.00
ANNUAL EXCHANGE NOTES ADMINISTRATION FEE
----------------------------------------
Compensate the Trustee for regular administrative services which include, but
are not limited to the following:
Maintenance of documents, periodic monitoring of the Trustee's
eligibility, reports to bondholders, furnishings periodic reports for
issuer use, furnishing information to issuer auditors and responding to
correspondence and telephone inquiries, registration of bonds, transfer
of bonds, disbursing principal and interest, IRS bondholder reporting,
address changes, certificate replacement, normal correspondence, etc.:
$5,000.00 PER ANNUM
$ 6.00 PER BONDHOLDER PER ANNUM, SUBJECT TO A $1,000.00
MINIMUM ANNUAL CHARGE (WAIVED IF THE ENTIRE ISSUE
IS REPRESENTED BY A GLOBAL CERTIFICATE)
$ 20.00 PER WIRE TRANSFER
MISCELLANEOUS FEES
------------------
WARRANT AGENT FEE, FOR SO LONG $2,500.00 PER ANNUM
AS WARRANTS REMAIN UNEXERCISED
ESCROW AGENT FEE $3,500.00
00
[XXXXX XXXXXX LOGO]
EXTRAORDINARY ADMINISTRATION EXPENSES
-------------------------------------
Fees for services not specifically set forth in this schedule will be determined
by appraisal. Such services may include, but are not limited to, additional
responsibilities and services incurred in connection with solicitation of
consents to amend the Indenture, tender offers for the Exchange Notes and/or
Warrants, or in case of litigation, restructuring or default.
OUT-OF-POCKET EXPENSES
----------------------
Any out-of-pocket expenses incurred by us will be billed at cost. These items
will include, but not be limited to, legal fees, travel expenses, courier
charges, etc.
COUNSEL
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State Street's Counsel legal fees and disbursements will be billed at cost.
State Street will engage Peabody & Xxxxxx as Counsel.
BILLING AND PAYMENTS
--------------------
The one-time Acceptance Fee, the Escrow Agent Fee and Counsel's costs will be
payable at the closing. Thereafter, Annual Fees for the Exchange Notes and
Warrants will be billed annually in advance, retroactive to their original
issuance, only if they are released from escrow to the lenders. Other fees and
charges will be billed as incurred.
AUGUST 11, 1999
