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EXHIBIT 10.29
MCSW: 10/1/04
WAIVER
WAIVER
(the "WAIVER"), dated as of October 1, 2004, by and among J. H.
WHITNEY MEZZANINE FUND, L.P. ("WMF"), a
Delaware limited partnership, ALBION
ALLIANCE MEZZANINE FUND I, L.P. ("ALBION
I"), a Delaware limited partnership,
ALBION ALLIANCE MEZZANINE FUND II, L.P.
("ALBION II"), a Delaware limited
partnership, THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
("EQUITABLE"), a New York corporation,
FLEET CORPORATE FINANCE, INC. ("FLEET"),
a Massachusetts corporation, and CITIZENS
CAPITAL, INC. ("CITIZENS"; and
together with WMF, Albion I, Albion II,
Equitable and Fleet, the "PURCHASERS"
and, individually, a "PURCHASER"), a
Massachusetts corporation, and
TRANSTECHNOLOGY CORPORATION (the
"COMPANY"), a Delaware corporation
W I T N E S S E T H:
WHEREAS,
the Purchasers and the Company are parties to the Securities
Purchase Agreement, dated as of August 29,
2000, as amended by the First
Amendment Agreement dated as of August 7,
2002, and Second Amendment Agreement
dated as of August 26, 2003 (as so amended,
the "AGREEMENT"); and
WHEREAS,
the Company has advised the Purchasers that it may not be in
compliance with certain financial covenants
as of and for the period ended
September 26, 2004 and has requested that
in such event the Purchasers waive any
such non-compliance; and
WHEREAS,
the Purchasers are willing to provide such waiver, subject to
the
terms and conditions set forth in this
Waiver.
NOW
THEREFORE, in consideration of the premises set forth herein and
for
other good and valuable consideration, the
sufficiency and receipt of which is
hereby acknowledged, the Purchasers and the
Company agree as follows:
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ARTICLE 1
DEFINITIONS
1.1
ORIGINAL
AGREEMENT DEFINITIONS.
All
capitalized terms used in this Waiver but not defined shall have
the
meanings given to them in the
Agreement.
ARTICLE 2
WAIVER
If the
Company and its Subsidiaries fail to comply with the covenants
set
forth in Sections 9.8(a), 9.8(c), and
9.8(d) of the Agreement as of and for the
period ended September 30, 2004, the
Purchasers waive such non-compliance.
ARTICLE 3
GUARANTY
Each
Wholly-Owned Subsidiary Guarantor, by its signature below,
hereby
consents and agrees to the entering into of
this Waiver and acknowledges and
confirms that the Subsidiary Guaranty
remains in full force and effect in
accordance with its terms on the date
hereof and after giving effect to this
Waiver.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Purchaser as
follows:
4.1
AUTHORITY, ETC. The execution and delivery by the Company of
this
Waiver (i)
are within the corporate authority of the Company, (ii) have
been duly
authorized by all necessary corporate proceedings by the
Company,
(iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation
to
which the
Company is subject or any judgment, order, writ, injunction,
license or
permit applicable to the Company, except in each case for the
conflicts,
breaches or contraventions that would not, individually or in
the
aggregate, reasonably be expected to have a material adverse effect
on
the
Condition of the Company (as defined in the Agreement) and (iv) do
not
conflict
with any provision of the corporate charter or by-laws of, or
any
agreement
or other instrument binding upon, the Company.
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4.2 NO
DEFAULT. After giving effect to this Waiver, no default or Event
of
Default
exists or will exist under the Notes and no event has occurred
and
no
condition exists which with the giving
