Environmental Tectonics Corporation 125 James Way County Line Industrial Park Southampton, PA 18966
EXHIBIT 10.1
July 2, 2009
X.X. Xxxxxxx
c/o The Xxxxxxx Group
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
c/o The Xxxxxxx Group
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
Reference is made to the Secured Credit Facility and Warrant Purchase Agreement, dated as of
April 24, 2009 (the “Purchase Agreement”), by and between Environmental Tectonics Corporation
(“ETC”) and X.X. Xxxxxxx. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Purchase Agreement. The terms of this letter agreement amend certain
terms of the Purchase Agreement. To the extent there is any inconsistency between the terms of
this letter agreement and the terms of the Purchase Agreement, the terms of this letter agreement
shall control.
1. Section 2.1(b) of the Purchase Agreement. Section 2.1(b) of the Purchase Agreement
is hereby amended and restated in its entirety to read as follows:
“(b) The Borrower has duly authorized the issuance and sale to the
Lender of, and the Lender has agreed to purchase subject to the terms
and conditions of this Agreement, on the Initial Closing Date, the
Borrower’s Senior Secured Subordinated Note in the original principal
amount of $1,000,000 (the “Initial Note”) to be substantially in the
form attached hereto as Exhibit A-1, such Initial Note to have a
maturity date that is the earlier of three (3) years from the date of
issuance thereof and December 31, 2012 and an interest rate of 10% per
annum.”
2. Section 2.6 of the Purchase Agreement. Section 2.6 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:
“The Closing. Delivery of and payment for the Initial
Securities (the “Initial Closing”) shall be made at the offices of Xxxxx
& Associates, LLC, 000 Xxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxx,
Xxxxxxxxxxxx, commencing at 10:00 a.m., local time, on any Business Day
upon at least five (5) Business Days prior written notice to the Lender,
or at such place or on such other date as may be mutually
agreeable to the Borrower and the Lender. The date and time of the
Initial Closing as finally determined pursuant to this Section 2.6 shall
be referred to herein as the “Initial Closing Date”; provided, however,
the Initial Closing Date shall be no later than December 31, 2010. On
each Closing Date following the Initial Closing Date, delivery of and
payment for the Securities at each Closing shall be made at a place and
time as mutually agreed upon by the Borrower and the Lender.”
3. Section 3.2 of the Purchase Agreement. Section 3.2 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:
“Repayment of the Initial Note. The Borrower covenants and
agrees to repay to the Lender the unpaid principal balance of, together
with all accrued and unpaid interest, fees and other amounts due on, the
Initial Note no later than the date that is the earlier of three (3)
years after the date of issuance of the Initial Note and December 31,
2012 (such date, the “Initial Note Maturity Date”).”
4. Exhibit A-1 of the Purchase Agreement. Exhibit A-1 of the Purchase
Agreement is hereby replaced with the Exhibit A-1 attached hereto.
5. Exhibit B-1 of the Purchase Agreement. Exhibit B-1 of the Purchase
Agreement is hereby replaced with the Exhibit B-1 attached hereto.
If you are in agreement with the foregoing, please execute and return a copy of this letter
agreement to the undersigned, at which time it will become a binding agreement upon the parties
hereto.
| Very truly yours, ENVIRONMENTAL TECTONICS CORPORATION |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
Accepted and agreed to on
this 2nd day of July, 2009.
this 2nd day of July, 2009.
| /s/ X.X. Xxxxxxx | ||||
| X.X. Xxxxxxx | ||||
