Exhibit 10.1
WAIVER UNDER
CREDIT AGREEMENT
THIS WAIVER UNDER CREDIT AGREEMENT
(this “ Waiver ”) is made and entered into as of
September 6, 2007, by and among Breeze-Eastern Corporation, a
Delaware corporation (formerly known as Trans Technology
Corporation, “Borrower” ), the lenders listed on
the signatory pages hereof (the “ Lenders ”),
and Wells Fargo Foothill, Inc., a California corporation, as the
arranger and administrative agent for the Lenders (“
Administrative Agent ”), and AC Finance LLC as co-lead
arranger (“ Co-Lead Arranger ”).
WITNESSETH:
WHEREAS, Borrower, the Lenders,
Administrative Agent, and Co-Lead Arranger are parties to that
certain Amended and Restated Credit Agreement, dated as of
May 1, 2006 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, including all
schedules thereto, the “ Credit Agreement
”);
WHEREAS, Borrower has scheduled its
annual meeting to be held on September 12, 2007, at which time
its stockholders will elect eight (8) directors of Borrower, a
majority of which will not be Continuing Directors (the “
New Board Election ”): and
WHEREAS which, absent a waiver from
the Required Lenders, the New Board Election would cause an Event
of Default under Section 7.12 of the Credit Agreement
(the “Change of Control Default”) to
occur;
NOW, THEREFORE, in consideration of
the agreements and provisions herein contained, the parties hereto
do hereby agree as follows:
Section 1. Definitions . Any capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.
Section 2. Waiver . Subject to the terms
and conditions set forth herein, Administrative Agent and Required
Lenders hereby agree to waive the Change of Control Default.
Section 3. Representations and Warranties
. In order to induce Administrative Agent and the Required Lenders
to enter into this Waiver, Borrower hereby represents and warrants
that:
3.01 No Default . At and as of the Effective
Date (as defined in Section 4 ), after giving effect to this
Waiver, no Default or Event of Default exists.
3.02 Representations and Warranties True and
Correct . At and as of the Effective Date, and both prior
to and after giving effect to this Waiver, each of the
representations and warranties contained in the Credit Agreement
and the other Loan Documents is true and correct as though made on
and as of such date (except to the extent that such representations
and warranties relate solely to an earlier date).
3.03 Corporate Power, Etc . Borrower
(a) has all requisite corporate power and authority to execute
and deliver this Waiver and to consummate the transactions
contemplated hereby and (b) has taken all action, corporate or
otherwise, necessary to authorize the execution and delivery of
this Waiver and the consummation of the transactions contemplated
hereby.
3.04 No Conflict . The execution,
delivery and performance by Borrower of this Waiver will not
(a) violate any provision of federal, state, or local law or
regulation applicable to Borrower, the Governing Documents of
Borrower, or any order, judgment, or decree of any court or other
Governmental Authority binding on Borrower, (b) conflict with,
result in a breach of, or constitute (with due notice or lapse of
time o
