ASSET SALE AND PURCHASE AGREEMENT

BETWEEN TRANSTECHNOLOGY CORPORATION

AND

BREEZE INDUSTRIAL PRODUCTS CORPORATION

Dated as of: June 29, 2001

ASSET SALE AND PURCHASE AGREEMENT

      THIS AGREEMENT is entered into as of June 29, 2001, by and between TRANSTECHNOLOGY CORPORATION, a Delaware corporation (the Seller) and BREEZE INDUSTRIAL PRODUCTS CORPORATION, a Delaware corporation, (the Buyer). The Buyer and the Seller are referred to collectively as the Parties and individually as a Party.

RECITALS:

      A. Seller proposes to convey, transfer and assign to Buyer, and Buyer proposes to acquire and assume all the assets and liabilities of (i) the unincorporated division of Seller known as Breeze Industrial Products which designs and manufactures a diverse line of high quality stainless steel clamps for use in the heavy truck and industrial equipment industries out of a manufacturing facility in Saltsburg, Pennsylvania and (ii) the MassTech line of vehicle interface connectors, except for those Excluded Assets and Excluded Liabilities as hereinafter provided (collectively, the Business) upon the terms and subject to the conditions hereinafter set out.

      B. On the Closing Date, Buyer, through its wholly-owned subsidiary Pebra GmbH (German Buyer), proposes to acquire from Sellers wholly-owned subsidiary Seeger-Orbis GmbH & Co. OHG (German Seller), the business of German Sellers unincorporated division Pebra, which designs and manufacturers clamps primarily for heavy truck manufacturers in Europe out of a manufacturing facility in Frittlingen in the state of Baden-Wuerttemberg, Germany (the Pebra Business) on the terms and subject to the conditions set forth in the Asset Purchase Agreement to be entered into between German Buyer and German Seller in the form attached hereto as Exhibit A, with such revisions or modifications as the Parties mutually agree to be reasonably necessary or desirable to effect the transactions contemplated therein (the Pebra Agreement).

      C. Definitions of capitalized terms are set out at Section 11.

      NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and promises herein contained the Parties agree as follows:

      1. Basic Transaction

      (a) Purchase and Sale of the Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller and the Seller shall sell, transfer, convey, and deliver to the Buyer, the Acquired Assets free and clear of all Liens other than Excepted Liens at the Closing for the consideration specified below in this Section 1.

      (b) Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for the Assumed Liabilities at the Closing.

      (c) Assignment of Contracts. Seller will assign to Buyer those Contracts as described on Schedule 1(c) and Buyer will assume all obligations and liabilities thereunder as of the Closing Date. To the extent that the assignment of all or any portion of any Contract by the Seller to the Buyer shall require the consent of another party thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof. The Seller will use commercially

reasonable efforts to obtain the consent of the other parties to such Contracts for the assignment thereof to the Buyer in the manner set out in Section 8(c). Seller represents and warrants to Buyer that each of the Sales Representative Agreements on the list provided in Schedule 1(c) is substantially similar in its terms and conditions to the standard sales representative agreements of Seller, a copy of which has been provided to Buyer.

      (d) Purchase Price.

      (i) Subject to the adjustments contained in Section (iii) below, the purchase price is Forty-Three Million Five Hundred Thousand Dollars ($43,500,000) (the Purchase Price and, together with the purchase price payable pursuant to the Pebra Agreement, the Combined Purchase Price) which shall be paid at Closing by wire transfer of immediately available funds.

      (ii) Audited Financial Statements. As soon as practicable following the execution of this Agreement, but in no event later than the Closing Date, Seller shall cause Deloitte & Touche LLP to deliver to Buyer, at Buyers sole expense, audited combined financial statements for the Business and the Pebra Business for the fiscal years ended March 31, 2000 and March 31, 2001 (the Audited Financial Statements).

      (iii) Purchase Price Adjustment. The Combined Purchase Price shall be subject to a dollar-for-dollar increase or decrease (the Adjustment) to the extent the Net Working Capital at the close of business on the Closing Date as set out in the Closing Date Balance Sheet is greater or less than Eight Million Seven Hundred Forty Thousand Seven Hundred and Forty-Four Dollars ($8,740,744). The Closing Date Balance Sheet shall be prepared by the Buyer and shall be delivered to the Seller not more than forty-five (45) days after the Closing Date. In the event that Seller disputes the accuracy of the Closing Date Balance Sheet, it shall so notify the Buyer in writing within ten (10) days of receipt and, if the parties cannot resolve the dispute amicably within ten (10) days of Sellers notice, either Party shall be entitled to request the Accounting Firm to resolve the dispute, utilizing GAAP. Said Accounting Firm shall render its decision on the dispute within twenty (20) days of their selection and such decision shall be final and binding upon Seller and Buyer and Seller and Buyer shall each bear one-half of the fees and expenses of such Accounting Firm. If any Adjustment is required, the Party against whom the Adjustment is charged shall pay the amount of the Adjustment to the other Party no later than ten (10) days following the date of the final determination of the Adjustment by wire transfer of immediately available funds.

      (e) The Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Buyers counsel, commencing at 10:00 a.m. local time on July 6, 2001, or such other date and location as the parties mutually agree in writing (the actual date of the Closing being referred to herein as the Closing Date).

      (f) Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 5(a) below, (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; and (iii) the Buyer will deliver to the Seller the consideration specified in section l(d) above.

      (g) Allocation of Purchase Price. Buyer and Seller shall each file Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) on a timely basis reporting the allocation of the Purchase Price consistent with an allocation which will be prepared and agreed to by the parties no later than the one hundred fiftieth (150th) day following the Closing Date. Buyer and Seller shall not take any position on their respective income tax returns that is inconsistent with the agreed allocation of the Purchase Price.

      2. Representations and Warranties of the Seller. The Seller represents and warrants to

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the Buyer that the statements contained in this Section 2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in schedules corresponding to the lettered and numbered sections contained in this Section 2.

      (a) Organization of the Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the State of Pennsylvania and all other states where the ownership of the Acquired Assets or the operation of the Business would require them to do so as set forth on Schedule 2(a) other than in such jurisdictions where the failure to so qualify would not have a material adverse effect on the Business.

      (b) Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller enforceable in accordance with its terms and conditions 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.

      (c) Title to Acquired Assets. The Seller has, or will have as at the Closing Date, good and marketable title to, or a valid leasehold interest in, all of the Acquired Assets owned by it and a valid leasehold interest in all of the Acquired Assets leased by it, in each case free and clear of all Liens other than Excepted Liens. The Acquired Assets constitute all of the assets of Seller that are used or held for use in connection with the Business (other than the Excluded Assets). The Acquired Assets, other than inventory and intangible assets, have been maintained in accordance with the Sellers past practice, and are in good operating condition (subject to normal wear and tear).

      (d) Brokers Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

      (e) Legal Compliance. The Seller has conducted the Business at all times in compliance with all Applicable Laws, and the Seller is not in default or material violation in any respect under any of such laws applicable to the Business or the Acquired Assets, except where the failure to be in compliance or such default or violation would not have a material adverse effect on the Business.

      (f) Tax Matters. The Seller has filed all foreign, federal, state and local Tax returns that it was required to file with respect to the Business or the Acquired Assets, and has paid all Taxes including, without limitation, Income Taxes required to be paid with respect to such returns. Except as set out in Schedule 2(f), the Seller has not received notice of any tax deficiency proposed or assessed against it, and the Seller has not executed any waiver of any statute of limitations on the assessment or collection of any Taxes, none of the Sellers Tax returns has been audited by any Governmental Authority in a manner to bring such audit to the Sellers attention, and there are no Tax liabilities relating to the Business or the Acquired Assets except those incurred in the Ordinary Course of Business.

      (g) Intellectual Property. Schedule 2(g) identifies all Intellectual Property, owned by or licensed to the Seller relating to or used in connection with the Business and identifies each license, agreement or other permission to or from any third party which the Seller has or has been granted

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with respect to any of the Intellectual Property. Schedule 2(g) also includes the name under which the Intellectual Property rights are claimed, and the dates of issuance or application, as the case may be. Except as set out in Schedule 2(g), Seller owns or has a valid and enforceable license to use, all the Intellectual Property necessary to operate the Business, including the Intellectual Property listed on Schedule 2(g) and, except as set forth thereon, pays no royalty under any of them and has the exclusive right to bring actions for any infringement thereof. Neither the conduct of the Business nor any product made or sold by the Business violates any license, agreement or other permission granted to the Seller or, to Sellers Knowledge, infringes any intellectual property of any third party. There is no pending or, to the Sellers Knowledge, threatened, claim or litigation against the Seller contesting or challenging the validity, enforceability, ownership or use of any of the Intellectual Property used in the Business or asserting any misuse thereof. Except as provided on Schedule 2(g), there are no outstanding options, licenses or agreements of any kind relating to the foregoing. The Seller has no Knowledge of any facts or claims which may prohibit, impair or impede the renewal of the registration of any registered Intellectual Property. All Intellectual Property owned or used by the Seller in connection with the Business immediately prior to the Closing will be owned or available for use by Buyer on identical terms and conditions immediately subsequent to Closing provided Buyer completes its obligations with respect to effecting such transfers in the appropriate registration offices.

      (h) Contracts. Schedule 2(h) lists the following contracts and other agreements related to the Business to which the Seller is a party:

 

	(i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum;
	(ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $50,000;
	(iii) any agreement concerning a partnership or joint venture;

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