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Exhibit 10.9
AMENDMENT AGREEMENT NO. 1
dated as of August 21, 1998
to that certain
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 1 (this "Amendment"), dated as of August
21, 1998, is by and among TRANSTECHNOLOGY CORPORATION ("TransTechnology"),
TRANSTECHNOLOGY XXXXXX-ORBIS GMBH ("GmbH"), XXXXXXXX INTERNATIONAL LIMITED
("Limited" and, together with TransTechnology and GmbH, the "Borrowers"), the
Lenders listed on Schedule 1 to the Credit Agreement (as defined below),
BANKBOSTON, N.A., acting through its London Branch, as Sterling Fronting Bank,
BHF-BANK AKTIENGESELLSCHAFT, as DM Fronting Bank, BANKBOSTON, N.A., as Issuing
Bank, and BANKBOSTON, N.A., as Agent for the Lenders, the Fronting Banks and the
Issuing Bank (in such capacity, the "Agent"). Capitalized terms used herein
unless otherwise defined shall have the respective meanings set forth in the
Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agent are parties to that
certain Amended and Restated Credit Agreement dated as of June 30, 1995, and
amended and restated as of July 24, 1998 (as so amended and restated, the
"Credit Agreement");
WHEREAS, the Borrowers have requested certain amendments to the Credit
Agreement and upon the terms and conditions hereinafter set forth, the Agent and
the Lenders have agreed to such amendments; and
WHEREAS, the Lenders, the Agent and the Borrowers have agreed to amend
the Credit Agreement as 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 Section 6 of
this Amendment) as follows:
(a) Section 8.17 of the Credit Agreement ("Use of Proceeds") is hereby
amended by deleting such section in its entirety and substituting therefor the
following new Section 8.17:
"8.17. USE OF PROCEEDS. The proceeds of the Loans shall be used to
refinance certain Indebtedness of the Borrowers under the Original Credit
Agreement, to finance Approved Acquisitions, for working capital and general
corporate purposes
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of the Borrowers, and to finance certain repurchases of TransTechnology's
capital stock to the extent permitted under Section 10.4. TransTechnology will
obtain Letters of Credit solely for working capital and general corporate
purposes. Except for Loans the proceeds of which are used to finance repurchases
of TransTechnology's capital stock to the extent permitted under Section
10.4(b), no portion of any Loan is to be used, and no portion of any Letter of
Credit is to be obtained, for the purpose of purchasing or carrying any "margin
security" or "margin stock" as such terms are used in Regulations U and X of the
Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.
No portion of the proceeds of any Loans is to be used, and no portion of any
Letter of Credit is to be obtained, for the purpose of (a) knowingly purchasing,
or providing credit support for the purchase of, Ineligible Securities from a
Section 20 Subsidiary during any period in which such Section 20 Subsidiary
makes a market in such Ineligible Securities, (b) knowingly purchasing, or
providing credit support for the purchase of, during the underwriting or
placement period, any Ineligible Securities being underwritten or privately
placed by a Section 20 Subsidiary, or (c) making, or providing credit support
for the making of, payments of principal or interest on Ineligible Securities
underwritten or privately placed by a Section 20 Subsidiary and issued by or for
the benefit of the Borrowers or any Subsidiary or other Affiliate of any of the
Borrowers."
(b) Section 9.12 of the Credit Agreement ("Use of Proceeds") is hereby
amended by deleting such section in its entirety and substituting therefor the
following new Section 9.12:
"9.12. USE OF PROCEEDS. The proceeds of the Loans shall be
used to refinance certain Indebtedness of the Borrowers under the
Original Credit Agreement, to finance Approved Acquisitions, for
working capital and general corporate purposes of the Borrowers and to
finance certain repurchases of TransTechnology's capital stock to the
extent permitted under Section 10.4(b). TransTechnology will obtain
Letters of Credit solely for working capital and general corporate
purposes."
(c) Section 10.4 of the Credit Agreement ("Distributions") is hereby
amended by deleting such section in its entirety and substituting therefor the
following new Section 10.4:
"10.4. DISTRIBUTIONS. TransTechnology will not make, or permit
any of its Subsidiaries to make, any Distributions except that, so long
as no Default or Event of Default has occurred and is continuing or
would result therefrom, (a) TransTechnology may make Distributions on
outstanding shares of its capital stock with respect to each fiscal
quarter commencing on or after April 1, 1998, within ninety (90) days
following the end of such fiscal quarter, in an aggregate amount of all
Distributions declared and/or paid pursuant to this Section 10.4(a)
with respect to each Reference Period ending after the date hereof not
exceeding twenty-five percent (25%) of Consolidated Net Income for such
Reference Period, and (b) in addition to making Distributions permitted
under Section 10.4(a),
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TransTechnology may repurchase shares of its capital stock in an
aggregate amount not to exceed at any time $5,000,000."
Section 2. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be conditioned upon the satisfaction of the following conditions
precedent:
Section 2.1. DELIVERY OF AMENDMENT. The Agent shall have received
copies of this Amendment executed and delivered by each of the Borrowers, each
of the Guarantors, and the Majority Lenders.
Section 2.2. 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 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 2.3. 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 2.4. 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 Agent and the Agent shall have
received all such counterpart originals or certified or other copies of all such
instruments and documents as the Agent shall have reasonably requested.
Section 3. 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 Agent, and except as such
representations and warranties are affected by the transactions contemplated
hereby;
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(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, consent of, or filing with, any governmental agency or authority,
or any other person, association or entity, which bears on the validity 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, 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, loan 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 4. 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 5. 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.
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Section 6. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, this Amendment shall be
deemed to be effective as of the date hereof (the "Effective Date").
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
Agreement No. 1 as a sealed instrument as of the date first set forth above.
TRANSTECHNOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Secretary
and General Counsel
TRANSTECHNOLOGY XXXXXX-ORBIS GMBH
By: /s/ Ulf Jemsby
---------------------------------------
Name: Ulf Jemsby
Title: Managing Director
By: /s/ Sven-Xxx Xxxxxx
---------------------------------------
Name: Sven-Xxx Xxxxxx
Title: Managing Director
XXXXXXXX INTERNATIONAL
LIMITED
By: /s/ Ulf Jemsby
---------------------------------------
Name: Ulf Jemsby
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Director
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BANKBOSTON, N.A., individually and as
Agent, Issuing Bank and Sterling Fronting
Bank
By: /s/ J. Xxxxxxxx Xxxx
---------------------------------------
Name: J. Xxxxxxxx Xxxx
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT,
as DM Fronting Bank
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Treasurer
ABN AMRO BANK N.V.
By: /s/ Xxxx Megeaski
---------------------------------------
Name: Xxxx Megeaski
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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THE FIRST NATIONAL
BANK OF CHICAGO
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
SUMMIT BANK
By:
---------------------------------------
Name:
Title:
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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
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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RANCHO 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
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SSP INTERNATIONAL SALES, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
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
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NORCO, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
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The Guarantors under and as defined in the English Guarantees hereby acknowledge
that they have read and are aware of the provisions of this Amendment and hereby
reaffirm their absolute and unconditional guarantee of the Obligations referred
to in the English Guarantees, as such English Guarantees may be amended in
connection with this Amendment.
XXXXXXXX INTERNATIONAL
LIMITED
By: /s/ Ulf Xxxxxxx Xxxxxx
---------------------------------------
Name: Ulf Xxxxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Director
XXXXXXXX (PREDECESSORS)
LIMITED
By: /s/ Ulf Xxxxxxx Xxxxxx
---------------------------------------
Name: Ulf Xxxxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
