EXHIBIT 10.26
AMENDMENT
AMENDMENT (this "Amendment"), dated as of August 5, 2003, 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"), TCR
Corporation (n/k/a TT Minnesota Corporation)("TTM") and The CIT Group/Business
Credit, Inc. ("CIT").
WITNESSETH:
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) (i) Notwithstanding the first paragraph of the Financing
Agreement, as used in the Financing Agreement each of "Company" and "Companies"
shall mean TransTechnology and TTC only, and (ii) TTM (x) shall have no further
obligations to CIT under the Financing Agreement and each of the other Loan
Documents, and (y) shall be authorized to file termination statements with
respect to any and all financing statements previously filed by CIT naming TTM
as debtor in connection with the Financing Agreement.
(b) The definition of "Applicable Margin" set forth in Paragraph
1.01 of the Financing Agreement is amended and restated in its entirety to read
as follows:
"APPLICABLE MARGIN shall mean, with respect to Revolving Loans, one
percent (1%) during such time as such loan is a Chase Bank Rate Loan
and three and one-quarter percent (3.25%) during such time as such
loan is a LIBOR Loan."
(c) The definition of "Early Termination Date" set forth in
Paragraph 1.01 of the Financing Agreement is amended and restated in its
entirety as follows:
"EARLY TERMINATION DATE shall mean the date on which this Financing
Agreement is terminated pursuant to Section 11."
(d) The definition of "Early Termination Fee" set forth in
Paragraph 1.01 of the Financing Agreement is amended and restated in its
entirety as follows:
"EARLY TERMINATION FEE shall: (a) mean the fee CIT is entitled to
charge the Companies or any one of them upon the termination of the
Revolving Line of Credit or this Financing Agreement; and (b) be
determined by multiplying the Revolving Line of Credit by two
percent (2%)."
(e) The definition of "Revolving Line of Credit" set forth in
Paragraph 1.01 of the Financing Agreement is amended and restated in its
entirety as follows:
"REVOLVING LINE OF CREDIT shall mean the aggregate commitment of CIT
to make loans and advances pursuant to Section 3 of this Financing
Agreement and issue Letters of Credit Guaranties pursuant to Section
5 hereof to Parent, in the aggregate amount of $8,000,000."
(f) Paragraph 3.1 of the Financing Agreement is amended and
restated in its entirety to read as follows:
"3.1 CIT agrees, subject to the terms and conditions of this
Financing Agreement, from time to time, and within (x) Availability,
(y) Aggregate Availability and (z) the Revolving Line of Credit (but
subject to CIT's right in its sole discretion to make Overadvances),
to make loans and advances to Parent on a revolving basis (i.e.,
subject to the limitations set forth herein, Parent may borrow,
repay and re-borrow Revolving Loans). Such loans and advances shall
be in amounts not to exceed Parent's Borrowing Base, and shall not
in the aggregate exceed the Aggregate Borrowing Base. All requests
for loans and advances must be received by an officer of CIT no
later than (i) 1:00 p.m., New York time, of the Business Day on
which any such Chase Bank Rate Loans and advances are required or
(ii) three Business Days prior to any requested LIBOR Loan;
provided, however, that in the event that after giving effect to the
making of a requested loan and advance, the principal amount of
outstanding Revolving Loans would exceed ten percent (10%) of the
Aggregate Borrowing Base, (i) such request must be received at least
three Business Days prior to the requested Revolving Loan, and (ii)
CIT shall be entitled to perform a field audit of the Collateral at
Parent's expense in accordance with Paragraph 8.8. Should CIT for
any reason honor requests for Overadvances, any such Overadvances
shall be made in CIT's sole discretion and subject to any additional
terms CIT deems necessary."
(g) Paragraph 7.20 of the Financing Agreement is amended and
restated in its entirety to read as follows:
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"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
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Three Months Ending June 30, 2003 $ 3,966,000
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Four Months Ending July 31, 2003 $ 4,493,000
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Five Months Ending August 31, 2003 $ 5,293,000
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Six Months Ending September 30, 2003 $ 6,833,000
-----------------------------------------------------------------------
Seven Months Ending October 31, 2003 $ 7,712,000
-----------------------------------------------------------------------
Eight Months Ending November 30, 2003 $ 8,838,000
-----------------------------------------------------------------------
Nine Months Ending December 31, 2003 $ 9,602,000
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Ten Months Ending January 31, 2004 $10,213,000
(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
-----------------------------------------------------------------------
Three Months Ending June 30, 2003 2.02:1.00
-----------------------------------------------------------------------
Four Months Ending July 31, 2003 1.71:1.00
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Five Months Ending August 31, 2003 1.56:1.00
-----------------------------------------------------------------------
Six Months Ending September 30, 2003 1.71:1.00
-----------------------------------------------------------------------
Seven Months Ending October 31, 2003 1.56:1.00
-----------------------------------------------------------------------
Eight Months Ending November 30, 2003 1.59:1.00
-----------------------------------------------------------------------
Nine Months Ending December 31, 2003 1.51:1.00
-----------------------------------------------------------------------
Ten Months Ending January 31, 2004 1.46:1.00
(c) Contract for, purchase, make expenditures for, lease pursuant
to a Capital Lease or otherwise incur obligations with respect to
Capital Expenditures
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(whether subject to a security interest or otherwise) for the period
beginning June 1, 2003 and ending January 31, 2004, in excess of
$1,300,000."
(h) 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 June 1, 2003 and on the first day of each
month thereafter, Parent shall pay CIT an additional administrative
fee in the amount of $2,000, which shall be deemed fully earned when
paid."
(i) Paragraph 8.8 of the Financing Agreement is amended by
deleting "$750" in the first sentence thereof and replacing it with "$850".
(j) 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 January 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 January 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."
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3. Amended and Restated Note.
TransTechnology shall deliver to CIT an 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 Revolving Loan Promissory Note
(dated August 7, 2002), and will be issued in substitution of and exchange for,
but not in payment of, such Revolving Loan Promissory Note. Following CIT's
receipt of the Amended Note, CIT will return to TransTechnology for cancellation
the original Revolving Loan Promissory Note and the previously satisfied Term
Loan Promissory Note, provided, however, that if such promissory notes are
unavailable, CIT will instead deliver to TransTechnology an affidavit of loss
with respect to such promissory notes. 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, TTC and TTM 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, TTC and TTM, jointly and severally, hereby
represent and warrant to CIT that as of the date hereof:
(i) Each of TransTechnology, TTC and TTM 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, TTC or
TTM 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.
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(iii) This Amendment and each Loan Document, as amended by
this Amendment, constitutes the legal, valid and binding obligation of
each of TransTechnology, TTC and TTM, 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, TTC or TTM 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.
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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
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Title: Vice President
TRANSTECHNOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Title: VP, CFO & Treasurer
TT CONNECTICUT CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: VP & Secretary
TT MINNESOTA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: VP & Secretary
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