Inventory Reliance. Compliance with Section 5.03(g) of the Loan Agreement is hereby waived for the fiscal year ended June 30, 1995 to permit the Inventory Reliance of the Borrower to be greater than 34% as of the fiscal year ended June 30, 1995 provided, however, the Inventory Reliance of the Borrower was not greater than 36% as of such fiscal year end. This THIRD AMENDMENT and WAIVER shall be construed and enforced in accordance with the laws of the State of New York. Except as expressly amended or consented to hereby, the Loan Agreement shall remain in full force and effect in accordance with the original terms thereof. The THIRD AMENDMENT and WAIVER herein contained is limited specifically to the matters set forth above and does not constitute directly or by implication an amendment or waiver of any other provision of the Loan Agreement or any default which may occur or may have occurred under the Loan Agreement. The Borrower and the Guarantors hereby represent and warrant that, after giving effect to this THIRD AMENDMENT and WAIVER, no Event of Default or Default exists under the Loan Agreement or any other related document. Please be advised that should there be a need for further amendments or waivers with respect to these covenants or any other covenants, those requests shall be evaluated by the Agent and the Lenders when formally requested, in writing, by the Borrower and the Guarantors. This THIRD AMENDMENT and WAIVER may be executed in one or more counterparts, each of which shall constitute an original, but all of which when, taken together shall constitute but one THIRD AMENDMENT and WAIVER. The THIRD AMENDMENT and WAIVER shall become effective when (i) duly executed counterparts hereof which, when taken together, bear the signatures of each of the parties hereto shall have been delivered to the Agent and (ii) the Agent shall have received copies of (a) the executed Tenth Amendment and Waiver to the Letter of Credit and Bond Purchase Agreement dated as of April 1, 1985 between the Borrower and Chemical Bank, in the form attached hereto as Exhibit A and (b) the executed Seventh Amendment and Waiver to the Credit Agreement dated as of November 21, 1991 among the Borrower, the Guarantors named therein and Chemical Bank, in the form attached hereto as Exhibit B.
Inventory Reliance. Section 5.03 (g) of the Loan Agreement is hereby amended by deleting it in its entirety and by substituting the following therefor:
Inventory Reliance. The Borrower shall not permit its Inventory Reliance Ratio to exceed the following amounts during the following periods: Period Ratio Each of the first three fiscal quarters in fiscal year 1996 0.95:1 Fiscal Year End 1996 0.65:1 Each of the first three fiscal quarters in fiscal year 1997 0.90:1 Fiscal Year End 1997 0.65:1 Each of the first three fiscal quarters in fiscal year 1998 0.85:1 Fiscal Year End 1998 0.65:1 Each of the first three fiscal quarters in fiscal year 1999 0.75:1 Fiscal Year End 1999 0.65:1 The first fiscal quarter in fiscal year 2000 0.75:1 In the event that the foregoing ratio is not satisfied for any period, the Obligors may resubmit to the Agent a Compliance Certificate with respect to the Inventory Reliance Ratio as of, and on, a date thirty (30) days after the end of the period for which the ratio was not satisfied. No Event of Default shall be deemed to have occurred hereunder if the resubmitted Compliance Certificate reflects that the Obligors are in compliance with the Inventory Reliance Ratio as of the resubmission date.
Inventory Reliance. 48 SECTION 5.29 Current Ratio...............................................49 SECTION 5.30 Solvency....................................................49 SECTION 5.31 Use of Proceeds.............................................49 SECTION 5.32
Inventory Reliance. The Inventory Reliance Ratio shall not exceed the following amounts during the following periods:
Inventory Reliance. Compliance with Section 5.03. (g) of the Loan Agreement is hereby waived for the interim six (6) months ended December 31, 1994 to permit the Inventory Reliance of the Borrower to be greater than 18% provided, however, the Inventory Reliance of the Borrower was not greater than 34% as of such interim period end.
Inventory Reliance. The Borrower will maintain an Inventory Reliance of not more than: 7 -7-
Inventory Reliance on any date of determination thereof, the percentage, as determined by Agent, calculated by dividing (i) the sum, without duplication, of the total principal amount of outstanding Loans plus the total outstanding LC Obligations minus the Accounts Formula Amount by (ii) the Inventory Formula Amount; provided that, if the difference between (A) the sum, without duplication, of the total principal amount of the Loans plus total outstanding LC Obligations and (B) the Accounts Formula Amount is less than zero, Inventory Reliance shall be 0%. Inventory Reserve - such reserves as may be established from time to time by Agent in the exercise of its credit judgment to reflect changes in the saleability of any Inventory or such other factors as may negatively affect the Value of any Inventory. With limiting the generality of the foregoing, such reserves may include reserves based on obsolescence, seasonality, theft or other shrinkage, imbalance, change in composition or mix, or markdowns. Investment - any acquisition of Property by an Obligor or any of its Subsidiaries in exchange for cash or other Property, whether in the form of an acquisition of Equity Interests or Debt, or the purchase or acquisition by a Borrower or any of its Subsidiaries of any other Property, or a loan, advance, capital contribution or subscription. LC Application - an application (whether consisting of a single or several documents) to LC Issuer, on a form approved by LC Issuer, for the issuance of a Letter of Credit that is duly executed by a Borrower; provided, that, in the event of a conflict between the terms of any such application and this Agreement, the terms of this Agreement shall control. LC Documents - any and all agreements, instruments and documents required by LC Issuer to be executed at any time by Borrowers or any other Person and delivered to LC Issuer and/or Agent in connection with, or as a condition to the issuance of, a Letter of Credit, including each LC Application and each LC Reimbursement Agreement. LC Issuer - Wachovia, in its capacity as issuer of the Letters of Credit. LC Issuer Indemnitees - LC Issuer and its present and future officers, directors and agents. LC Obligations - on any date of determination thereof, an amount (in U.S. Dollars) equal to the sum of (i) all amounts then due and payable by any LC Obligor on such date under Section 2.3 of this Agreement or any applicable LC Reimbursement Agreement by reason of any payment made on or before such date by ...
Inventory Reliance. Permit the Inventory Reliance of the Borrower and its Consolidated subsidiaries to be more than (i) 18% at any time from July 1, 1994 until December 30, 1994, (ii) 37% at any time from December 31, 1994 until June 29, 1995, (iii) 34% at any time from June 30, 1995 until September 29, 1995, (iv) 32% at any time from September 30, 1995 until December 30, 1995, (v) 30% at any time from December 31, 1995 until March 30, 1996, (vi) 20% at any time from March 31, 1996 until June 29, 1996 and (vii) 10% at any time from June 30, 1996 and thereafter."
Inventory Reliance. The Borrower will maintain an Inventory Reliance of not more than:
