EXHIBIT 10.57
As of January 1, 2003
TransTechnology Corporation
TT Connecticut Corporation (f/k/a NORCO, Inc.)
TT Minnesota Corporation (f/k/a TCR Corporation)
700 Liberty Avenue
Union, New Jersey 07083-8198
Attention: Mr. Joseph Spanier
Ladies and Gentlemen:
Reference is made to that certain Financing Agreement, dated as of
August 7, 2002 (the "Financing Agreement"), by and among TransTechnology
Corporation, NORCO, Inc. (n/k/a TT Connecticut Corporation), TCR Corporation
(n/k/a TT Minnesota Corporation) and The CIT Group/Business Credit, Inc.
("CIT"). Unless otherwise defined herein, capitalized terms used herein shall
have the respective meanings ascribed to them in the Financing Agreement.
1. The parties hereto agree that the Financing Agreement is
amended by restating subsection (a) of the definition of "Change of Control" in
Section 1.1 of the Financing Agreement to read as follows:
"(a) the acquisition, directly or indirectly, by
any person or group (within the meaning of Section 13(d)(3) of the
Exchange Act) of beneficial ownership of more than 36% of the aggregate
outstanding voting power of the Capital Stock of the Parent;"
2. Each of the Companies hereby represents and warrants that
after giving effect to this letter agreement, no Event of Default, or event
which with notice or lapse of time or both would constitute an Event of Default
shall have occurred.
3. This letter agreement shall not constitute a waiver or
amendment of any other provision of the Financing Agreement or other Loan
Document not expressly referred to herein, and shall not be construed as a
waiver or consent to any further or future action on the part of any of the
Companies that would require a waiver or consent of CIT.
4. This letter agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one agreement.
5. This letter agreement shall be governed in all respects by the
laws of the State of New York without giving effect to any conflict of laws
principles.
Yours truly,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Vincent Belcastro
-----------------------------------
Name: Vincent Belcastro, Vice President
Accepted and agreed to:
TRANSTECHNOLOGY CORPORATION
By: /s/ Gerald C. Harvey
-------------------------
Name: Gerald C. Harvey
Title: Vice President, Secretary & General Counsel
TT CONNECTICUT CORPORATION
By: /s/ Gerald C. Harvey
-------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
TT MINNESOTA CORPORATION
By: /s/ Gerald C. Harvey
-------------------------
Name: Gerald C. Harvey
Title: Vice President & Secretary
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