Exhibit 10.29
AMENDMENT
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AMENDMENT (this "Amendment"), dated as of July 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 extend the
term of the Financing Agreement, 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.
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All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Financing Agreement.
2. Amendments to the Financing Agreement.
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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 twelve-month period ending on
each date set forth below, to be less than the applicable
amount set forth below for the applicable period:
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TWELVE-MONTH PERIOD ENDING EBITDA
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July 31, 2004 $11,475,000
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August 31, 2004 $11,246,000
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September 30, 2004 $10,746,000
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October 31, 2004 $10,941,000
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November 30, 2004 $11,376,000
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December 31, 2004 $11,120,000
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January 31, 2005 $11,995,000
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(b) Not permit the Fixed Charges Coverage Ratio for the
twelve-month period ending on each date set forth below, to be
less than the ratio set forth below for the applicable period:
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TWELVE-MONTH PERIOD ENDING RATIO
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July 31, 2004 1.28:1.00
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August 31, 2004 1.08:1.00
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September 30, 2004 1.02:1.00
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October 31, 2004 1.02:1.00
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November 30, 2004 1.03:1.00
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December 31, 2004 1.00:1.00
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January 31, 2005 1.05:1.00
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(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):
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MONTH EXPENDITURES
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Month Ending February 29, 2004 $30,000
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Month Ending March 31, 2004 $459,000
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Month Ending April 30, 2004 $226,000
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Month Ending May 31, 2004 $130,000
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Month Ending June 30, 2004 $251,000
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Month Ending July 31, 2004 $382,000
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Month Ending August 31, 2004 $221,000
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Month Ending September 30, 2004 $144,000
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Month Ending October 31, 2004 $125,000
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Month Ending November 30, 2004 $220,000
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Month Ending December 31, 2004 $111,000
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Month Ending January 31, 2005 $139,000
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(b) Section 11 of the Financing Agreement is amended and
restated in its entirety to read as follows:
"SECTION 11. TERMINATION
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This Financing Agreement shall terminate on January 31, 2005.
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, 2005 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.
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TransTechnology shall deliver to CIT a Third 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 Second Amended
and Restated Revolving Loan Promissory Note (dated January 30, 2004 as of August
7, 2002), and will be issued in substitution of and exchange for, but not in
payment of, such Second Amended and Restated Revolving Loan Promissory Note.
Following CIT's receipt of the Amended Note, CIT will return to TransTechnology
for cancellation the original Second 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.
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(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.
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(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.
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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 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.
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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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Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Chief Financial
Officer and Treasurer
TT CONNECTICUT CORPORATION
By: /s/ Xxxxxx. X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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