EX-10.1



 





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 or both) a default
under any
material contractual obligation of Borrower, (c) result in or require the creation or
imposition of
any Lien of any nature whatsoever upon any properties or assets of Borrower, other than
Permitted Liens, or (d) require any unobtained approval of Borrower’s interestholders or any
unobtained approval or consent of any Person under any material contractual obligation of
Borrower.



          3.05  Binding Effect. This Waiver has been duly executed and delivered by Borrower and
constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in
effect, relating to or affecting the enforcement of creditors’ rights generally, and (b) the
application of general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


Section 4. Conditions. This Waiver shall be effective as of September 12, 2007 (the
“Effective Date”) upon the fulfillment, in a manner satisfactory to Administrative Agent
of all of the following conditions precedent set forth in this Section 4:




          4.01  Execution of the Waiver. Borrower, Administrative Agent and the Required
Lenders shall have executed an original counterpart of this Waiver and shall have delivered
(including by way of facsimile or other electronic transmission) the same to Administrative Agent.



          4.02  Delivery of Documents. Administrative Agent shall have received a fully
executed copy of all other such instruments, documents and agreements as Administrative Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent.



          4.03  Representations and Warranties. As of the Effective Date, the representations
and warranties set forth in Section 3 hereof shall be true and correct.



          4.04  Compliance with Terms. Borrower shall have complied in all respects with the terms hereof and of any other agreement, document, instrument or other writing to be delivered by Borrower in connection herewith.



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Section 5. Miscellaneous.




          5.01 Continuing Effect. Except as specifically provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms and are hereby ratified and confirmed in all respects.



          5.02 No Waiver. This Waiver is limited as specified and the execution,
delivery and effectiveness of this Waiver shall not operate as a modification, acceptance or waiver of any provision of the Credit Agreement or any other Loan Document, except as
specifically set forth herein.



          5.03 Governing Law. THIS WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          5.04 Severability. The provisions of this Waiver are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction,
then such invalidity or unenforceability shall affect only such clause or provision, or part
thereof,
in such jurisdiction and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision in this Waiver in any jurisdiction.



          5.05 Counterparts. This Waiver may be executed in any number of
counterparts, each of which counterparts when executed and delivered shall be an original, but
all of which shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with Borrower, Administrative Agent and each Lender.



          5.06 Headings. Section headings in this Waiver are included herein for
convenience of reference only and shall not constitute a part of this Waiver for any other
purpose.



          5.07 Binding Effect; Assignment. This Waiver shall be binding upon and
inure to the benefit of Borrower, Administrative Agent, Co-Lead Arranger and the Lenders and their respective successors and assigns.



          5.08 Expenses. Borrower agrees to pay Administrative Agent upon demand for all
reasonable expenses, including reasonable fees of attorneys and paralegals for Administrative
Agent (who may be employees of Administrative Agent), incurred by Administrative Agent in
connection with the preparation, negotiation and execution of this Waiver and any document
required to be furnished herewith.



[Signature pages follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	BREEZE-EASTERN CORPORATION,

as Borrower

 	 
	 	By:  	/s/ Joseph F. Spanier
 	 
	 	 	Name:  	Joseph F. Spanier	 
	 	 	Title:  	Exec. VP, CFO & Treasurer	 
	 
	 	WELLS FARGO FOOTHILL, INC.

as Administrative Agent and Lender

 	 
	 	By:  	/s/ Peter Schuebler
 	 
	 	 	Name:  	Peter Schuebler 	 
	 	 	Title:  	Vice President 	 
	 
	 	AC FINANCE LLC,

as Co-Lead Arranger

 	 
	 	By:  	/s/ Eric Groberg
 	 
	 	 	Name:  	ERIC GROBERG 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 
	 	ALLIED CAPITAL SENIOR DEBT FUNDING

2007-1,

as Lender

 	 
	 	By:  	AC Corporation, Its Collateral Manager
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Eric Groberg
 	 
	 	 	Name:  	ERIC GROBERG 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 



[SIGNATURE PAGE TO WAIVER]