AMENDMENT
AMENDMENT (this "Amendment"), dated as of January 30, 2004, to that
certain Financing Agreement, dated as of August 7, 2002 (as amended from time to
time, the "Financing Agreement"), by and among TransTechnology Corporation
("TransTechnology"), NORCO, Inc. (n/k/a TT Connecticut Corporation) ("TTC"), and
The CIT Group/Business Credit, Inc. ("CIT").
W I T N E S S E T H:
WHEREAS, TransTechnology has requested that CIT amend certain
covenant levels and amend other provisions of the Financing Agreement as set
forth below, and CIT is willing to do so on the terms and conditions hereafter
set forth.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms.
All capitalized terms not otherwise defined herein shall have the
meanings given to them in the Financing Agreement.
2. Amendments to the Financing Agreement.
From and after the date this Amendment becomes effective in
accordance with Section 4 below:
(a) Paragraph 7.20 of the Financing Agreement is amended and
restated in its entirety to read as follows:
"7.20 Until termination of the Financing Agreement and payment and
satisfaction in full of all Obligations hereunder, Parent, on a
consolidated basis, shall:
(a) Not permit EBITDA for the applicable period ending on each date
set forth below, to be less than the applicable amount set forth
below for the applicable period:
PERIOD EBITDA
------ ------
Ten Months Ending January 31, 2004 $10,213,000
Eleven Months Ending February 29, 2004 $10,888,000
Twelve Months Ending March 31, 2004 $11,303,000
Thirteen Months Ending April 30, 2004 $12,192,000
Fourteen Months Ending May 31, 2004 $13,067,000
Fifteen Months Ending June 30, 2004 $14,244,000
Sixteen Months Ending July 31, 2004 $15,161,000
(b) Not permit the Fixed Charges Coverage Ratio for the applicable
period ending on each date set forth below, to be less than the
ratio set forth below for the applicable period:
PERIOD RATIO
------ -----
Ten Months Ending January 31, 2004 1.46:1.00
Eleven Months Ending February 29, 2004 1.52:1.00
Twelve Months Ending March 31, 2004 1.37:1.00
Thirteen Months Ending April 30, 2004 1.34:1.00
Fourteen Months Ending May 31, 2004 1.32:1.00
Fifteen Months Ending June 30, 2004 1.32:1.00
Sixteen Months Ending July 31, 2004 1.28:1.00
(c) Make Capital Expenditures (whether subject to a security
interest or otherwise) in each calendar month set forth below, in
excess of the amount set forth below for the applicable calendar
month, provided, however, that in the event the amount set forth
below for a month exceeds the actual amount of Capital Expenditures
so incurred by Parent in such month, such excess may be carried
forward to increase the amount of Capital Expenditures that may be
incurred hereunder in succeeding months, provided further, that
Parent shall notify CIT within 10 days after any calendar month with
respect to which it utilizes any such excess amount to be in
compliance with this Section 7.20(c):
MONTH EXPENDITURES
----- ------------
Month Ending February 29, 2004 $ 30,000
Month Ending March 31, 2004 $459,000
Month Ending April 30, 2004 $226,000
Month Ending May 31, 2004 $130,000
Month Ending June 30, 2004 $251,000
Month Ending July 31, 2004 $382,000
2
(b) Paragraph 8.7 of the Financing Agreement is amended and restated
in its entirety as follows:
"8.7 On the Closing Date and each anniversary of the Closing Date
thereafter, Parent shall pay to CIT the Administrative Management
Fee in the amount of $50,000.00, which shall be deemed fully earned
when paid. In addition, on February 1, 2004 and on the first day of
each month thereafter, Parent shall pay CIT an administrative fee in
the amount of $3,000, which shall be deemed fully earned when paid."
(c) Section 11 of the Financing Agreement is amended and restated in
its entirety to read as follows:
"SECTION 11. TERMINATION
This Financing Agreement shall terminate on July 31, 2004.
Notwithstanding the foregoing, CIT may terminate this Financing
Agreement immediately upon the occurrence of an Event of Default,
provided, however, that if the Event of Default is an event listed
in Paragraph 10.1(c) of Section 10 of this Financing Agreement, this
Financing Agreement shall terminate in accordance with Paragraph
10.2 of Section 10, and provided further that this Financing
Agreement shall automatically terminate on the day that is six
months prior to the maturity date of the Subordinated Notes. Parent
may terminate this Financing Agreement at any time upon five (5)
days' prior written notice to CIT. Upon the termination of this
Financing Agreement, whether by CIT, Parent or on July 31, 2004
pursuant to the terms hereof, Parent shall pay to CIT immediately as
of such termination the Early Termination Fee. All Obligations shall
become due and payable as of any termination hereunder or under
Section 10 hereof and, pending a final accounting, CIT may withhold
any balances in Parent's accounts (unless supplied with an indemnity
satisfactory to CIT) to cover all of the Obligations, whether
absolute or contingent, including, but not limited to, cash reserves
for any contingent Obligations, including an amount of 110% of the
face amount of any outstanding Letters of Credit with an expiry date
on, or within thirty (30) days of the effective date of termination
of this Financing Agreement. All of CIT's rights, Liens and security
interests shall continue after any termination until all Obligations
have been paid and satisfied in full."
3
3. Amended and Restated Note.
TransTechnology shall deliver to CIT a Second Amended and Restated
Revolving Loan Promissory Note (the "Amended Note"), in the form attached hereto
as Exhibit A, duly executed by TransTechnology, which Amended Note will amend
(to the extent set forth therein) and restate the Amended and Restated Revolving
Loan Promissory Note (dated July 23, 2003 as of August 7, 2002), and will be
issued in substitution of and exchange for, but not in payment of, such Amended
and Restated Revolving Loan Promissory Note. Following CIT's receipt of the
Amended Note, CIT will return to TransTechnology for cancellation the original
Amended and Restated Revolving Loan Promissory Note, provided, however, that if
such promissory note is unavailable, CIT will instead deliver to TransTechnology
an affidavit of loss with respect to such promissory note. From and after the
date this Amendment becomes effective in accordance with Section 4 hereof, the
Amended Note will be deemed to be the "Revolving Loan Promissory Note" referred
to in the Financing Agreement for all purposes therein.
4. Conditions to Effectiveness.
(a) This Amendment shall become effective as of the date when (i)
TransTechnology and TTC shall have executed and delivered to CIT this Amendment,
(ii) CIT shall have executed the same, (iii) TransTechnology shall have executed
and delivered to CIT the Amended Note, and (iv) TransTechnology shall have paid
CIT the fee required under Section 4(b) below.
(b) TransTechnology shall pay to CIT a non-refundable amendment fee
equal to $50,000, payable to CIT on the date hereof, in accordance with the
provisions of Section 8.9 of the Financing Agreement.
5. General.
(a) Representations and Warranties. To induce CIT to enter into this
Amendment, TransTechnology and TTC, jointly and severally, hereby represent and
warrant to CIT that as of the date hereof:
(i) Each of TransTechnology and TTC has the requisite
corporate power and authority, and the legal right, to make, deliver and
perform this Amendment and to perform the Loan Documents, as amended by
this Amendment, to which it is a party, and has taken all necessary
corporate action to authorize the execution, delivery and performance of
this Amendment and the performance of the Loan Documents, as so amended,
to which it is a party.
(ii) No consent or authorization of, approval by, notice to,
filing with or other act by or in respect of, any Governmental Authority
or any other Person is required with respect to TransTechnology or TTC in
connection with the execution and delivery of this Amendment or with the
performance, validity or enforceability of the Loan Documents, as amended
by this Amendment.
4
(iii) This Amendment and each Loan Document, as amended by
this Amendment, constitutes the legal, valid and binding obligation of
each of TransTechnology and TTC, enforceable against each such Person in
accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting the enforcement of creditors' rights
generally.
(iv) Each of the representations and warranties made by each
of TransTechnology or TTC in or pursuant to the Loan Documents is true and
correct in all material respects on and as of the date hereof as if made
on and as of the date hereof (or, if such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date).
(b) Payment of Expenses. TransTechnology agrees to pay or reimburse
CIT for all out-of-pocket costs and expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to CIT.
(c) No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Financing Agreement and
the other Loan Documents are and shall remain in full force and effect.
(d) Governing Law; Counterparts. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of New York. This
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts (including by facsimile transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
5
IN WITNESS WHEREOF, the parties hereto caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------------------
Title: Vice President
TRANSTECHNOLOGY CORPORATION
By: /s/ Xxxxxx. X. Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Chief Financial Officer
and Treasurer
TT CONNECTICUT CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
6
