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EXHIBIT 10
[NATIONAL CANADA FINANCE CORP. LETTERHEAD]
November 11, 1993
TransTechnology Corporation
700 Liberty Avenue
Union, New Jersey 07083
Attention: Chandler J. Moisen,
Senior Vice President, CFO and Treasurer
Dear Chandler:
It is the understanding of National Canada Finance Corp. ("Bank") that
TransTechnology Corporation ("Borrower") is requesting that the Revolving Loan
And Security Agreement entered into by and among Borrower, Bank and National
Bank of Canada (New York, New York) ("NBC") dated June 21, 1991 (the "Loan
Agreement"), as amended by (a) the First Amendment To The Revolving Loan And
Security Agreement, dated December 18, 1991, (b) the Second Amendment To The
Revolving Loan And Security Agreement, dated December 10, 1992, (c) the letter
agreement among Bank, NBC and Borrower, dated December 31, 1992, and (d) the
Third Amendment To The Revolving Loan And Security Agreement, dated August 2,
1993 (collectively, the "Amended Loan Agreement") be amended by this letter
agreement so that the definition of "Total Debt" as defined in Section 7.1(0)
of the Amended Loan Agreement excludes certain liabilities of Borrower relating
to its acquisition from TRW, Inc. of TRW's Fastener Division (the "Palnut
Acquisition").
Upon review of this matter, and subject to this letter being signed by
all the parties to the Amended Loan Agreement, and subject to the provisions of
the next paragraph of this letter, the last sentence of Section 7.1(0) the
Amended Loan Agreement is hereby amended to provide the following:
For purposes of this Section 7.1(0), "Total Debt" shall mean
(1) the sum of all balance sheet liabilities of Borrower,
determined on a consolidated basis in accordance with GAAP,
decreased by (2) certain current liabilities and a purchase
accounting reserve arising from the Palnut Acquisition up to an
aggregate amount not to exceed $3,600,000.
Baltimore * Charlotte * Cincinnati * Cleveland * Memphis
New York * Pittsburgh * Roseland, N.J. * San Francisco * Southfield, MI
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[NATIONAL CANADA FINANCE CORP. LETTERHEAD]
Finally, except for the provisions agreed to and set forth in this
letter, by its execution of this letter, Borrower hereby (a) ratifies, confirms
and agrees to continue to be bound by and to comply with the terms and
conditions of the Amended Loan Agreement as if it was fully rewritten and set
forth in this letter, and (b) agrees that Bank and NBC have acted commercially
reasonable in all respects with their dealings with Borrower in this matter and
in their relationship as Borrower and lenders.
If this letter meets with your agreement and understanding of the terms
and provisions set forth in this letter, please acknowledge your acceptance by
causing all copies of this letter to be executed by Borrower where indicated
below, and then return all copies to me. I will then execute each copy on
behalf of NBC and obtain the executed consent of The First National Bank of
Boston and will then provide you with copies of the fully executed letter
agreement.
Very truly yours,
NATIONAL CANADA FINANCE CORP.
By: /S/ JACK JANKOVIC
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Jack Jankovic
Vice President
BY CAUSING THIS LETTER TO BE EXECUTED BY ITS DULY AUTHORIZED
OFFICER ON THIS 11 DAY OF NOVEMBER 1993, THE UNDERSIGNED
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MANIFESTS ITS AGREEMENT AND UNDERSTANDING THAT THIS LETTER SETS
FORTH THE AGREEMENT AND UNDERSTANDING REACHED BETWEEN THE PARTIES.
TRANSTECHNOLOGY CORPORATION
By: /S/ CHANDLER J. MOISEN
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Chandler J. Moisen
Senior Vice President, CFO and
Treasurer
AGREED TO AND ACCEPTED EFFECTIVE AS OF THE 11 DAY OF NOVEMBER,
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1993, BY:
NATIONAL BANK OF CANADA
(NEW YORK, NEW YORK)
By: /s/ JACK JANKOVIC
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Title: AGENT
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[SIGNATURE CONTINUED ON NEXT PAGE]
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[NATIONAL CANADA FINANCE CORP. LETTERHEAD]
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ GAIL R. LONG
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Title: Division Executive
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