exv10w34



 





EXHIBIT 10.34




H. F. Lenfest

Five Tower Bridge

300 Barr Harbor Drive, Suite 460

Conshohocken, PA 19428




May 9, 2007               




William F. Mitchell

Chief Executive Officer

Environmental Tectonics Corporation

County Line Industrial Park

Southampton, PA 18966




          Re: Commitment to Support Environmental Tectonics Corporation




Dear Bill:




     In accordance with recent discussions with you and the Board of Directors, subject to an
agreement on normal and customary mutually acceptable terms, I commit to provide my personal
guarantee of the financial obligations undertaken by Environmental Tectonics Corporation (“ETC” or
the “Company”) in connection with a credit facility (the “Proposed Credit Facility”) of $15 million
which ETC intends to enter into with an institutional lender. Upon execution of the Proposed
Credit Facility, my existing personal guarantee of the $5 million letter of credit facility from
PNC Bank would be terminated. ETC’s $15 million equity line, on which you have drawn down $6
million and issued me 6,000 shares of preferred stock, and which ends on October 6, 2007, would
also be terminated, as would ETC’s Unsecured $3 million Promissory Note (the “Note”) which also
ends on October 6, 2007. The $6 million preferred stock investment would stay in place, but the $2
million currently due under the Note would be repaid at settlement.



     If ETC is unable to reach agreement with an institutional lender on acceptable terms for the
Proposed Credit Facility, I agree: (i) to maintain my personal guarantee of the $5 million letter
of credit facility from PNC Bank through June 30, 2008; (ii) to fund all requests for advances made
in accordance with the terms of the existing $3 million Note; (iii) to fund all requests for draw
downs made in accordance with the terms of the existing $15 million equity credit line; and, if for
any reason funds are not available under these existing agreements, (iv) to fund all requests by
ETC for funds to support its operations through June 30, 2008, on terms and normal and customary
conditions to be mutually agreed upon by me and ETC, provided that ETC shall not request more than
an additional $10 million in the aggregate from the date of this letter through June 30, 2008
(including all requests made under the existing $3 million Note and $15 million equity credit
line).



     I also agree to defer the payment of interest under the existing subordinated note and the
payment of dividends under the existing $15 million equity credit line until at least June 30,
2008.



     At my request at any time between the date of this letter and November 9, 2008, ETC agrees to
use its best efforts to make a public offering of ETC’s securities, which offering shall be made in
compliance with all rules and regulations of the Securities and Exchange Commission and the
American Stock Exchange. ETC’s objective with such public offering will be to replace any financing
commitments then currently in place which are under my guarantee. However, in any case, I commit to
provide ETC with continuous access to funds, in some form, through June 30, 2008, subject to the
limitations and conditions set forth in the second paragraph above.



Very truly yours,




/s/ H. F. Lenfest

H. F. Lenfest




cc: Grant Thornton LLP