TransTechnology Corporation
Tinicum, Inc.
Tinicum Capital Partners II, L.P.
Tinicum Capital Partners II Parallel Fund, L.P.
800 Third Avenue
40
th
Floor
New York, NY 10022
Attn.: Ms. Stephanie S. Chen
Re:
Amended and Restated Confidentiality Agreement
In connection with the consideration
by Tinicum, Inc., Tinicum Capital Partners II, L.P. and Tinicum
Capital Partners II Parallel Fund, L.P. (collectively,
“you”) of a possible negotiated transaction with or
acquisition of (a “ Possible Transaction ”)
TransTechnology Corporation and/or its subsidiaries or divisions
(collectively, with its subsidiaries and divisions, the “
Company ”), the Company has made available and is
prepared to make available to you and your Representatives (as
hereinafter defined) certain information concerning the business,
financial condition, operations, assets and liabilities of the
Company. As a condition to such information being furnished to you
and your Representatives, you agree that you will, and will cause
your Representatives to, treat the Evaluation Material (as
hereinafter defined) in accordance with the provisions of this
letter agreement and take or abstain from taking certain other
actions as set forth herein. The term “
Representatives ” shall include the members,
directors, officers, employees, agents, partners and advisors of a
party and those of its subsidiaries, and/or divisions (including,
without limitation, attorneys, accountants, consultants, bankers,
financial advisors and prospective sources of financing for the
Possible Transaction). Notwithstanding any other provision hereof,
the Company reserves the right not to make available hereunder any
information, the provision of which is determined by it, in its
sole discretion, to be inadvisable or inappropriate.
1. Evaluation Material .
The term “ Evaluation Material ” shall mean all
information relating, directly or indirectly, to the Company or the
business, products, markets, condition (financial or other),
operations, assets, liabilities, results of operations, cash flows
or prospects of the Company (whether prepared by the Company, its
advisors or otherwise) which is delivered, disclosed or furnished
by or on behalf of the Company to you or to your Representatives,
before, on or after the date hereof, regardless of the manner in
which it is delivered, disclosed or furnished, or which you or your
Representatives otherwise learn or obtain, through observation or
through analysis of such information, data or knowledge, and shall
also be deemed to include all notes, analyses, compilations,
studies, forecasts, interpretations or other documents prepared by
you or your Representatives that contain, reflect or are based
upon, in whole or in part, the information delivered, disclosed or
furnished to you or
As of February 17, 2006
Page 2
your Representatives pursuant hereto. Notwithstanding any other
provision hereof, the term Evaluation Material shall not include
information which (i) is or becomes generally available to the
public other than as a result of a disclosure by you or your
Representatives, (ii) was within your possession and developed
by you prior to it being furnished to you by or on behalf of the
Company pursuant hereto, provided that you had no reasonable
basis (after due inquiry) for concluding that the source of such
information was bound by a confidentiality agreement with, or other
contractual, legal or fiduciary obligation of confidentiality to,
the Company or any other party with respect to such information or
(iii) becomes available to you on a non-confidential basis
from a source other than the Company or any of its Representatives,
provided that you do not know or have reason to believe
(after due inquiry) that the source is bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation
of confidentiality to, the Company or any other party with respect
to such information.
2. Use and Disclosure of
Evaluation Material . You recognize and acknowledge the
competitive value and confidential nature of the Evaluation
Material and the damage that could result to the Company if any
information contained therein is disclosed to a third party. You
hereby agree that you and your Representatives shall use the
Evaluation Material solely for the purpose of evaluating a Possible
Transaction and for no other purpose, that the Evaluation Material
will not be used in any way detrimental to the Company, that the
Evaluation Material will be kept confidential and that you and your
Representatives will not disclose any of the Evaluation Material in
any manner whatsoever; provided , however , that
(i) you may make any disclosure of the Evaluation Material to
which the Company gives its prior written consent and (ii) any
of the Evaluation Material may be disclosed to your Representatives
who need to know such information for the purpose of evaluating a
Possible Transaction, who are provided with a copy of this letter
agreement and who agree in a writing signed and delivered to us to
be bound by the terms hereof. In any event, you agree to undertake
reasonable precautions to safeguard and protect the confidentiality
of the Evaluation Material, to accept responsibility for any breach
of this letter agreement by you or any of your Representatives,
and, at your sole expense, to take all reasonable measures
(including, but not limited to, court proceedings) to restrain
yourself and your Representatives from prohibited or unauthorized
disclosure or uses of the Evaluation Material.
In addition, you agree that, without
the prior written consent of the Company, you and your
Representatives will not disclose to any other person the fact that
you or your Representative have received Evaluation Material or
that Evaluation Material has been made available to you or your
Representative, that investigations, discussions or negotiations
are taking place concerning a Possible Transaction or any of the
terms, conditions or other facts with respect to any Possible
Transaction, including the status thereof and the identity of the
parties thereto (collectively, the “ Discussion
Information ”). Without limiting the generality of the
foregoing, you further agree that, without the prior written
consent of the Company, neither you nor any of your
“affiliates” (as defined under the Securities Exchange
Act of 1934, as amended (the “1934 Act”) will, directly
or indirectly, enter into any agreement, arrangement or
understanding, or any discussions which might lead to any such
agreement, arrangement or understanding, with any person (other
than the Company) regarding a Possible Transaction. The
As of February 17, 2006
Page 3
term “person” as used in this letter agreement shall be
broadly interpreted to include the media and any corporation,
partnership, group, individual or other entity.
In the event that you or any of your
Representatives are requested or required (by oral questions,
interrogatories, requests for information or documents in legal
proceedings, subpoena, civil investigative demand or other similar
process) to disclose any of the Evaluation Material or Discussion
Information, you shall provide the Company with prompt written
notice of any such request or requirement so that the Company may
in its sole discretion seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this letter
agreement. If, in the absence of a protective order or other remedy
or the receipt of a waiver by the Company, you or any of your
Representatives are nonetheless, in the opinion of outside legal
counsel, legally compelled to disclose Evaluation Material or
Discussion Information to any tribunal or else stand liable for
contempt or suffer other censure or penalty, you or your
Representatives may, without liability hereunder, disclose to such
tribunal only that portion of the Evaluation Material or Discussion
Information which such counsel advises you is legally required to
be disclosed, provided that you use your best efforts to
preserve the confidentiality of the Evaluation Material and the
Discussion Information, including, without limitation, by
cooperating with the Company to obtain an appropriate protective
order or other reliable assurance that confidential treatment will
be accorded the Evaluation Material and the Discussion Information
by such tribunal; and provided further that you shall
promptly notify the Company of (i) your determination to make
such disclosure and (ii) the nature, scope and contents of
such disclosure.
3. Return and Destruction of
Evaluation Material . In the event that you decide not to
proceed with a Possible Transaction, you will promptly inform the
Company of that decision. In that case, or at any time upon the
request of the Company in its sole discretion and for any reason,
you will as directed by the Company promptly deliver, at your
expense, to the Company or destroy all Evaluation Material (and any
copies thereof) furnished to you or your Representatives by or on
behalf of the Company pursuant hereto. In the event of such a
decision or request, all other Evaluation Material prepared by you
or on your behalf shall be returned or destroyed and no copy
thereof shall be retained, and, upon the Company’s request,
you shall provide the Company with prompt written confirmation of
your compliance with this paragraph. Notwithstanding the return or
destruction of the Evaluation Material, you and your
Representatives shall continue to be bound by your obligations of
confidentiality and other obligations and agreements
hereunder.
4. No Representations or
Warranties . You understand, acknowledge and agree that neither
the Company nor any of its Representatives makes any representation
or warranty, express or implied, as to the accuracy or completeness
of the Evaluation Material. You agree that neither the Company nor
any of its Representatives shall have any liability to
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