BOND GUARANTY AGREEMENT Dated March 1, 1999 by BOSTROM SEATING, INC. in favor of NBD BANK As TrusteeBond Guaranty Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • Alabama
THIS BOND GUARANTY AGREEMENT dated March 1, 1999 is entered into by BOSTROM SEATING, INC. (herein collectively the “Guarantor”) for the benefit of NBD BANK, a banking corporation with its principal place of business in Detroit, Michigan (the “Trustee”), as trustee under the Indenture referred to below.
REMARKETING AGENT AGREEMENT among BOSTROM SEATING, INC. as User THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT as Issuer And MERCHANT CAPITAL, L.L.C. as Remarketing Agent Dated March 1, 1999Remarketing Agent Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories
This Remarketing Agent Agreement (the “Remarketing Agreement”) is made and entered into by the undersigned BOSTROM SEATING, INC., THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT, and MERCHANT CAPITAL, LLC., as of March 1, 1999. For and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows:
WARRANT AGREEMENT Dated as of March 9, 2000 By and Between TRANSPORTATION ACQUISITION I CORP. and FIRST UNION NATIONAL BANK as Warrant Agent Warrants to Purchase Common Stock, Par Value $0.01 Per ShareWarrant Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
WHEREAS, the Company has entered into a purchase agreement (the “Purchase Agreement”) dated as of March 9, 2000 by and among the Company, Transportation Technologies Industries, Inc. (“TTII”), a Delaware corporation, the Guarantors named therein, CIBC Inc. (“CIBC”) and First Union Investors Inc. (“FUSI”) (each a “Purchaser” and collectively, the “Purchasers”) in which the Company and TTII have agreed to issue and sell to the Purchasers $125,000,000 aggregate principal amount of Senior Subordinated Increasing Rate Notes due 2008 (the “Notes”) of TTII, along with 198,529 Warrants (the “Warrants”), each Warrant initially entitling the holder thereof to purchase 1.240312 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) at a price equal to $0.01 per share. Upon the consummation of the merger of the Company with and into TTII, with TTII as the surviving corporation, (the “Merger”), pursuant to the Agreement and Plan of Merger dated as of January 28, 2000
CREDIT AGREEMENT DATED AS OF MARCH 16, 2004 By and Among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, AND LEHMAN BROTHERS INC., as Joint Bookrunner and Joint Lead Arranger, LEHMAN...Credit Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
This CREDIT AGREEMENT (this “Agreement”) is dated as of March 16, 2004 and entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS (each individually referred to herein as a “Lender” and collectively as “Lenders”), LEHMAN BROTHERS INC. (“LBI”), as joint bookrunner, joint lead arranger (in such capacity, a “Joint Lead Arranger”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as co-syndication agent (in such capacity, a “Co-Syndication Agent”), WACHOVIA CAPITAL MARKETS, LLC (“WCM”), as joint bookrunner, joint lead arranger (in such capacity, a “Joint Lead Arranger”), and co-syndication agent (in such capacity, a “Co-Syndication Agent” and together with LCPI, the “Co-Syndication Agents”) and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as joint bookrunner, joint lead a
WARRANT AGREEMENT Dated as of February 28, 2001 By and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., TRANSPORTATION INVESTMENT PARTNERS L.L.C., CARAVELLE INVESTMENT FUND, L.L.C., the PARTIES listed on Schedule A hereto and FIRST UNION NATIONAL BANKWarrant Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
WARRANT AGREEMENT, dated as of February 28, 2001 (the “Agreement”), by and among Transportation Technologies Industries, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Transportation Investment Partners L.L.C., a Delaware limited liability company (“TIP”), Caravelle Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”), the parties listed on Schedule A hereto (the “Management Purchasers”), and First Union National Bank, as warrant agent (the “Warrant Agent”). Certain defined terms used herein are defined in Section 7.01.
WARRANT AGREEMENT Dated as of February 28, 2001 By and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., TRANSPORTATION INVESTMENT PARTNERS L.L.C., CARAVELLE INVESTMENT FUND, L.L.C. and the PARTIES listed on Schedule A heretoWarrant Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
WHEREAS, the Company has entered into a purchase agreement (the “Purchase Agreement”) dated as of February 20, 2001, by and among the Company and the Purchasers, pursuant to which the Company has agreed to issue and sell to the Purchasers an aggregate of 465,116 shares of Common Stock, par value $.01 per share (the “Common Stock”) of the Company at a price equal to $21.50 per share;
LEASE AGREEMENT Dated March 1, 1999 By and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT and BOSTROM SEATING, INC.Lease Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories
The machinery, equipment, personal property and fixtures described on Exhibit B attached hereto and all other machinery, equipment, personal property and fixtures acquired with the proceeds of the Bonds or with funds advanced or paid by the User pursuant to this Lease Agreement, together with all personal property and fixtures acquired in substitution therefor or as a renewal or replacement thereof (the “Equipment”).
SECOND LIEN CREDIT AGREEMENT DATED AS OF MARCH 16, 2004 By and Among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, AND LEHMAN BROTHERS INC., as Joint Bookrunner and Joint Lead...Assignment Agreement • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of March 16, 2004 and entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS (each individually referred to herein as a “Lender” and collectively as “Lenders”), LEHMAN BROTHERS INC. (“LBI”), as joint bookrunner, joint lead arranger (in such capacity, a “Joint Lead Arranger”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as co-syndication agent (in such capacity, a “Co-Syndication Agent”), WACHOVIA CAPITAL MARKETS, LLC (“WCM”), as joint bookrunner, joint lead arranger (in such capacity, a “Joint Lead Arranger”), and co-syndication agent (in such capacity, a “Co-Syndication Agent” and together with LCPI, the “Co-Syndication Agents”) and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as joint bookrunner,
12.5% Senior Subordinated Notes due 2010, Series A 12.5% Senior Subordinated Notes due 2010, Series BIndenture • June 16th, 2004 • Transportation Technologies Industries Inc • Motor vehicle parts & accessories • New York
INDENTURE, dated as of May 21, 2004, among Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), each of the GUARANTORS (as defined herein) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
