EXHIBIT 10.1
THIRD AMENDMENT TO
CREDIT AND SECURITY
AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AND
SECURITY AGREEMENT (this “ Amendment ”) is made
as of the 30th day of March, 2007, by and among MTC TECHNOLOGIES,
INC., a Delaware corporation (“ MTCT ”), MTC
TECHNOLOGIES, INC. (formerly known as MODERN TECHNOLOGIES CORP.),
an Ohio corporation (together with MTCT, collectively, “
Borrowers ” and, individually, each a “
Borrower ”); the financial institutions listed on
Schedule 1 to the Credit Agreement (collectively, the
“ Banks ” and, individually, each a “
Bank ”); NATIONAL CITY BANK, as lead arranger and
administrative agent for the Banks (the “ Agent
”); BRANCH BANKING AND TRUST COMPANY, as syndication agent
(the “ Syndication Agent ”); KEYBANK NATIONAL
ASSOCIATION, as co-documentation agent (“ KeyBank
”); and FIFTH THIRD BANK, as co-documentation agent (“
Fifth Third Bank ”; KeyBank and Fifth Third Bank,
collectively, the “ Co-Documentation Agents ”),
under the following circumstances:
A. The Borrowers, the Banks, the
Agent, the Syndication Agent and the Co-Documentation Agents are
parties to a Credit and Security Agreement made effective as of
April 21, 2005, and amended by the First Amendment to Credit
and Security Agreement dated October 27, 2006 and by the
Second Amendment to Credit and Security Agreement dated
March 9, 2007 (as the same may be amended, supplemented,
modified and/or restated from time to time, the “ Credit
Agreement ”). Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings
ascribed to those terms by the Credit Agreement.
B. The Borrowers, the Banks, the
Agent, the Syndication Agent and the Co-Documentation Agents now
desire to amend the Credit Agreement for the reasons and upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the Borrowers, the
Banks, the Agent, the Syndication Agent and the Co-Documentation
Agents agree as follows:
Section 1. Amendment to
Credit Agreement .
(a) Amendment to
Section 1.1. The following definitions are hereby added to
Section 1.1 of the Credit Agreement (captioned
Definitions) .
“Albertville Project”
shall mean the acquisition and construction by Aerospace
Integration Corporation of a new hangar building at the Albertville
Alabama Airport.
“Bonds” shall mean The
Industrial Development Board of the City of Albertville, Alabama
Variable Rate Industrial Development Revenue Bonds, Series 2007
(Aerospace Integration Corporation Project) in the principal amount
of $10,000,000.
“Excluded Real Property”
shall mean the leasehold interest of Aerospace Integration
Corporation in the Albertville Project.
“Pledged Bonds” means
those Bonds pledged from time to time to National City Bank or its
successor as provider of the letter of credit securing the
Bonds.
“MTC” means MTC
Technologies, Inc. (formerly known as Modern Technologies Corp.),
an Ohio corporation.
(b) Amendment to
Section 5.8. The following subsection (f) is hereby
added to Section 5.8 of the Credit Agreement (captioned
Borrowing) :
(f) Indebtedness incurred by
Aerospace Integration Corporation in connection with the issuance
of the Bonds for the acquisition and construction of the
Albertville Project and the guaranty of such Indebtedness by
MTC.
(c) Amendment to
Section 5.9 . The following subsection (g) is hereby
added to Section 5.9 of the Credit Agreement (captioned
Liens) :
(g) the following Liens securing the
Indebtedness of Aerospace Integration Corporation and the Borrowers
permitted by Section 5.8(f) hereof: (i) a first priority
leasehold mortgage Lien on Aerospace Integration
Corporation’s leasehold interest in the Albertville Project,
(ii) a first priority security interest Lien on the Pledged
Bonds, and (iii) a second priority security interest Lien on
all of the personal property of Aerospace Integration Corporation
(other than the Pledged Bonds) and MTC.
(d) Amendment to
Section 5.21(a) of the Credit Agreement . The second
sentence of Section 5.21(a) of the Credit Agreement
(captioned Property Acquired Subsequent to the Closing Date and
Right to Take Additional Collateral) is he
