TO FORBEARANCE AGREEMENT. This Amendment;
TO FORBEARANCE AGREEMENT. CONSENT AND REAFFIRMATION
TO FORBEARANCE AGREEMENT. Schedule A to Forbearance Agreement is amended by deleting paragraphs 1 and 2 and replacing them with the following:
TO FORBEARANCE AGREEMENT. Borrower hereby represents and warrants that no Event of Default, or event which with the passage of time or the giving of notice, or both, should become an Event of Default, has occurred and is continuing as of the date hereof, except with respect to the breach of Section 5.15 of the Loan and Security Agreement previously waived by Bank.
TO FORBEARANCE AGREEMENT. Exceptions to the Representations and Warranties Set Forth in the Credit Agreement --------------------------------------------
1. With respect to Section and Schedule 6.1.2 of the Credit Agreement (Subsidiaries and Capitalization), there are expected to be 7,505,087 shares of common stock outstanding at September 30, 2003; 213,986 shares were returned to the Company's treasury in July 2003 in connection with the settlement of the Digiscribe litigation involving former employees and a former director (which litigation and settlement were previously discussed with the Bank).
2. With respect to Section and Schedule 6.1.12 of the Credit Agreement (Material Contracts): (i) the Xxxxxxxxxxx lease was renewed until December 9, 2003; (ii) the Pugnale lease expired on December 9, 2002 and was not renewed; (iii) the Semasko lease expired on December 9, 2002 and was not renewed; (iv) the Xxxxxxxxxx lease terminated on February 28, 2003 and the facility was moved to Canton, MA; the new lease with Canton Realty Associates expires on February 28, 2006; and (v) the Schedule is revised to include all contracts identified as Exhibits to the Borrower's 2002 Annual Report on Form 10-K filed April 15, 2003.
3. With respect to Section and Schedule 6.1.20 (Debt and Guarantee Obligations), Borrower has capital lease obligations totaling approximately $319,000 as of the date hereof. Since June 30, 2003, the Company leased a new truck/van in the ordinary course of business.
4. With respect to Section and Schedule 6.1.21 (Litigation), there is no longer any pending litigation; both matters listed on Schedule 6.1.21 have been settled.
Section 6.1 16 (No Material Adverse Change), as it refers to December 31, 2001, is no longer applicable.
TO FORBEARANCE AGREEMENT. This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT, dated as of March 1, 2002 (this "Amendment"), is entered into among XXXXXXXXX XXXXX CORPORATION, an Illinois corporation ("Borrower"), XXXXXX MAY HOLDINGS, INC., a Delaware corporation ("Parent"), XXXXXXXXX XXXXX (CANADA) CORPORATION, a corporation incorporated under the federal laws of Canada ("Canadian Subsidiary" and together with Borrower and Parent, collectively, the "Continuing Credit Parties"), the lending institutions parties to the Forbearance Agreement (the "Lenders"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as Agent for the Lenders ("Agent").
TO FORBEARANCE AGREEMENT. Ladies and Gentlemen: Reference is hereby made to (a) that certain Financing Agreement, dated as of March 11, 2022, as amended by that certain Xxxxxxx and Restated Amendment No. 1 to Financing Agreement, dated as of August 19, 2022, as further amended by that certain Amendment No. 2 to Financing Agreement and Forbearance Agreement, dated March 29, 2023, as further amended by that certain Amendment No. 3 to Forbearance Agreement and Financing Agreement, dated as of June 15, 2023, as further amended by that certain Amendment No. 8 to Forbearance Agreement and Amendment No. 4 to Financing Agreement, dated as of August 11, 2023, as further amended by that certain Amendment No. 9 to Forbearance Agreement and Amendment No. 5 to Financing Agreement, dated as of September 1, 2023 (as further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Financing Agreement”), by and among Spark Networks SE, a Societas Europaea (Europäische Gesellschaft) with registered seat in Munich, Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Federal Republic of Germany under HRB 232591 (the “Parent”), Spark Networks, Inc., a Delaware corporation (“Spark Networks”), Zoosk, Inc., a Delaware corporation (“Zoosk”, and together with the Parent, Spark Networks, and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each, a “Borrower” and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each, a “Guarantor” and, collectively, the “Guarantors”), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), MGG Investment Group LP, a Delaware limited partnership (“MGG”), as collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), and MGG, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each, an “Agent” and, collectively, the “Agents”) and (b) that certain Amendment No. 2 to Financing Agreement and Forbearance Agreement, dated March 29, 2023, as amended by that certain Amendment No....
TO FORBEARANCE AGREEMENT. The parties desire to amend the Forbearance Agreement to extend the Forbearance Period, and to evidence certain additional continuing covenants related to such extension.
TO FORBEARANCE AGREEMENT. As a consequence, following the Effective Date of the Forbearance Agreement, and pursuant to this Amendment No. 1 to Forbearance Agreement, Lenders will be asked or required to take certain acts, make certain decisions, engage in certain analyses and grant or withhold consent to certain requests (collectively and together, the "Lender Acts"). In order to induce Lenders to execute and deliver this Amendment No. 1 to Forbearance Agreement and to take the Lender Acts required hereby, Borrowers, Credit Parties and Guarantors jointly and severally agree, represent, warrant and covenant as follows:
TO FORBEARANCE AGREEMENT this Amendment No. 1 to Forbearance Agreement shall govern and prevail.
