Covenant Waiver Clause Samples

Covenant Waiver. The Borrower has informed the Lender that, as of the quarter ending September 30, 2008, it is in default of the required: (a) minimum EBITDA set forth in Section 2.1 of the Covenant Exhibit (as amended); and (b) the minimum Tangible Net Worth ratio set forth in Section 2.3 of the Covenant Exhibit (as amended) (each, an “Existing Default” and collectively, the “Existing Events of Default”). Borrower has requested that the Lender waive the Existing Events of Default. The Lender hereby waives the Existing Events of Default as of the quarter ending September 30, 2008. This waiver shall be narrowly construed and shall not extend to any other now or hereafter existing violations, defaults or events of default under any of the Sparton Corporation Loan Documents including, without limitation, any violation of one or more of the above described covenants for any future period of time, nor shall this waiver prejudice any rights or remedies the Lender may have under the Sparton Corporation Loan Documents or applicable law. This waiver does not imply that the Bank will waive any future defaults under the Sparton Corporation Loan Documents. Specifically, without limitation, Borrower will continue to be required to comply with the above described financial covenants for all future periods as required under the Sparton Corporation Loan Documents.

Covenant Waiver. The covenant contained in Section 6.7 of the --------------- Loan and Security Agreement will not be tested during the period beginning on August 15, 2005 and ending on the earlier to occur of (i) the closing of additional equity by Borrower, or (ii) September 30, 2005.

Covenant Waiver. The Bank hereby waives compliance with the covenants contained in paragraph 7.15, paragraph 7.16, and paragraph 7.17, until December 31, 2013, at which time such covenants shall continue in full force and effect. Any covenant waivers by the Bank pursuant to the Prior Agreement are hereby revoked, unless expressly made in this Agreement.

Covenant Waiver. Customer has requested that MLBFS waive a certain Default by Customer under the terms of the Loan Agreement, which has occurred as a result of Customer’s failure to comply with the following provision as of March 31, 2005, in that the Customer’s and Business Guarantors’ aggregate Fixed Charge Coverage Ratio was 1.40x for the twelve months ended March 31, 2005 (the “Identified Default”):

Covenant Waiver of the Credit Agreement required, among other things, that the Fixed Charge Coverage Ratio as at September 30, 2006 be not less than 1.10 to 1.00, and Section 7.2 of the Credit Agreement required, among other things, that the Senior Leverage Ratio as at September 30, 2006 not exceed 2.50 to 1.00. B▇▇▇▇▇▇▇ has advised the Administrative Agent and the Lenders that as at September 30, 2006, its Fixed Charge Coverage ratio was .94 to 1.00 and its Senior Leverage Ratio was 2.54 to 1.00 (the “Identified Defaults”), and B▇▇▇▇▇▇▇ has requested that the Lenders waive the Identified Defaults. In reliance on the representations and warranties of Borrower set forth herein, including, without limitation, that the Fixed Charge Coverage Ratio as at September 30, 2006 was as set forth above (.94 to 1.00) and that the Senior Leverage Ratio was as set forth above (2.54 to 1.00), the Lenders hereby waive the Identified Defaults without exercising any rights or remedies available as a result of the occurrence thereof. B▇▇▇▇▇▇▇ acknowledges and agrees that the foregoing waiver is limited precisely as written and, except for the waiver of the Identified Defaults, all of the terms and conditions of the Financing Documents shall remain in full force and effect in accordance with their respective terms, all of which are hereby ratified and confirmed in all respects.

Covenant Waiver. The Lender hereby waives compliance with the EBITDA covenant contained in Section 8.1 of the Restated Financing Agreement until December 15, 2018, at which time such covenant shall continue in full force and effect.

Covenant Waiver. The requirements of Section 5.9 regarding the Borrower's Minimum Interest Coverage Ratio, Section 5.10 regarding the Borrower's Maximum Leverage Ratio, Section 5.11 regarding the Borrower's Minimum Net Worth, and Section

Covenant Waiver. Bank hereby waives Borrower’s compliance with Section 6.12 of the Loan Agreement for the quarterly reporting periods ending June 30, 2006 (the “Waived Covenant”). Except for the Waived Covenant, as specifically provided herein, by entering into this Agreement, Bank does not waive any other existing default or any default hereafter occurring after the date hereof pursuant to the Loan Documents, or become obligated to waive any condition or obligation in any agreement between or among any of the parties hereto. This waiver is specific as to content and times and does not include any subsequent quarterly or annual reporting period or any other additional prohibited indebtedness. Other than the Waived Covenant, this waiver does not waive any other rights or remedies that Bank may have pursuant to any agreement or law as a result of any other violations past, present, or future of any agreement between Borrower and Bank, and Bank reserves all rights, powers and remedies available to it.

Covenant Waiver. Borrowers and Guarantor have informed Lender that one or more Events of Default has occurred under the Credit Agreement, as amended, due to the Borrower's breach as of June 30, 2003 of the following provisions of the Restated Credit Agreement: i) Section 8.1(O) (Minimum Tangible Net Worth); ii) Section 8.1(T) (Operating Income); and, iii) Section 8.2(U) (Maximum Advances to Other Related Entities). The Borrower and Guarantor have requested that Lender waive such Events of Default. Pursuant to such request, Lender hereby waives the Borrower's breach of said Minimum Tangible Net Worth, Operating Income, and Maximum Advances to Other Related Entities covenants as of June 30, 2003. The foregoing waiver is limited to its express terms and shall not be deemed to be a waiver of any other Event of Default or Default which may have existed on or prior to the date hereof or any Event of Default or Default which may hereafter arise under the foregoing covenants or under any other provision of the Credit Agreement or any of the other documents or instruments delivered with respect thereto. Further, the granting of this waiver shall not be construed as an agreement or understanding by the Lender to grant any other waiver or other accommodation in the future with respect to the foregoing covenants or any other provision of the Credit Agreement or any of the other documents or instruments delivered with respect thereto.